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Rourkela Smart City Limited C/o Rourkela Development Authority, Uditnagar, Rourkela – 769012, Dist – Sundergarh, Odisha
Telephone: (0661)2500388 | Fax: (0661) 2500388 | E-mail: [email protected]
NIT No. 002 Date: 13-02-17
NOTICE INVITING TENDER FOR PROVIDING CONSULTANCY SERVICES
Request for Proposal for Selection of Programme Management Consultant for Smart Solutions Projects in Rourkela
Rourkela Smart City Limited (RSCL) invites proposals in response to the Request for Proposal (RFP) for selection of a consultant from a single entity (companies registered under Companies Act, 1956) having required experience as per the said RFP to design and assist RSCL in implementing the Smart Solutions Project as detailed in the Terms of Reference and Smart City proposal of Rourkela. The detailed terms and conditions for submission and evaluation of bids is provided in the RFP document. The bidders are advised to make themselves aware with the site conditions and location profile before proceeding with the tender submission.
S. No. Particulars Document Fee EMD
1 Selection of Programme Management Consultant for Smart Solutions Projects for Rourkela Smart City Limited
Rs. 10,000/- Rs. 6,00,000/-
NOTE: - Earnest Money Deposit should be deposited in the form of a demand draft or bank guarantee from any Scheduled Commercial bank in India and drawn in favour of the Rourkela Smart City Limited and payable at Rourkela.
S. No. Event Description Date
1 Issue of Advertisement & Uploading of RFP 13th Feb, 2017
2 Last date of receiving Queries 27th Feb, 2017 by 5 PM
3 Pre-bid Meeting 1st March, 2017 at 11 AM
4 Last Date of submission of Proposals 31st March, 2017 by 3 PM
The detailed tender document can be downloaded from http://smartcities.gov.in or www.smartnet.niua.org or www.rmc.nic.in. For any clarification, following official may be contacted by prospective bidders: - Telephone: (0661) 2500388; Fax: (0661) 2500388; E-mail: [email protected] Contact person: Monisha Banerjee IAS, Administrator, Rourkela Municipal Corporation.
Sd/- Chief Executive Officer,
Rourkela Smart City Limited
Request for Proposals
REQUEST FOR PROPOSAL
Project Name: Implementation of Smart City projects under Smart City Mission in Rourkela City.
Name of Assignment: Selection of Programme Management
Consultant (PgMC) for Smart Solutions Projects for Rourkela Smart City Limited
Rourkela Smart City Limited C/o: Rourkela Development Corporation,
Rourkela
RFP No.: 02 Date: 13th Feb, 2017
DISCLAIMER ............................................................................................3
Section1.Instructions to Consultants and Data Sheet ..................................6
Section 2.Qualification documents and Technical Proposal – Standard Forms ................................................................................................................. 55
Section 3. Financial Proposal - Standard Forms ....................................... 86
Section 4. Eligible Countries .................................................................... 91
Section 5. Corrupt and Fraudulent Practices ............................................ 92
Section 6. Terms of Reference................................................................... 93
Section 7. Standard Form of Contract ..................................................... 117
Schedule I. Smart City Proposals ............................................................ 118
TABLE OF CONTENTS
DISCLAIMER
The information contained in this Request for Proposal document
("RFP") or any other information subsequently provided to Bidders,
whether verbally or in documentary or any other form by or on
behalf of the Client or any of its employees or advisers, is provided
to the Bidders on the terms and conditions set out in this RFP and
such other terms and conditions subject to which such information
is provided.
This RFP is not an agreement and is neither an offer nor invitation
by the Client to the prospective Bidders or any other person. The
purpose of this RFP is to provide interested Bidders with
information that may be useful to them in the formulation of their
Proposals pursuant to the RFP. This RFP includes statements,
which reflect various assumptions and assessments arrived at by
the Client in relation to the Services. Such assumptions,
assessments and statements do not purport to contain all the
information that each Bidder may require. This RFP may not be
appropriate for all persons, and it is not possible for the Client, its
employees or advisers to consider the objectives, technical expertise
and particular needs of each party who reads or uses this RFP. The
assumptions, assessments, statements and information contained
in this RFP may not be complete, accurate, adequate or correct.
Each Bidder should, therefore, conduct its own investigations and
analysis and should check the accuracy, adequacy, correctness,
reliability and completeness of the assumptions, assessments and
information contained in this RFP and obtain independent advice
from appropriate sources.
Information provided in this RFP to the Bidders is on a wide range
of matters, some of which depends upon interpretation of law. The
information given is not an exhaustive account of statutory
requirements and should not be regarded as a complete or
authoritative statement of law. The Client accepts no responsibility
Section 1. Instructions to Bidders
4 | P a g e
for the accuracy or otherwise for any interpretation or opinion on
the law expressed herein.
The Client, its employees and advisers make no representation or
warranty and shall have no liability to any person including any
Bidder under any law, statute, rules or regulations or tort,
principles of restitution or unjust enrichment or otherwise for any
loss, damages, cost or expense, which may arise from or be
incurred or suffered on account of anything contained in this RFP
or otherwise, including the accuracy, adequacy, correctness,
reliability or completeness of the RFP and any assessment,
assumption, statement or information contained therein or deemed
to form part of this RFP or arising in any way in this selection
process.
The Client also accepts no liability of any nature whether resulting
from negligence or otherwise however caused or arising from
reliance of any Bidder upon the statements contained in this RFP.
The Client may in its absolute discretion, but without being under
any obligation to do so, update, amend or supplement the
information, assessment or assumption contained in this RFP.
The issue of this RFP does not imply that the Client is bound to
select a Bidder or to appoint the selected Consultant, as the case
maybe, to provide the Services and the Client reserves the right to
reject all or any of the Proposals without assigning any reasons
whatsoever.
The Bidder shall bear all its costs associated with or relating to the
preparation and submission of its Proposal including but not
limited to preparation, copying, postage, delivery fees, expenses
associated with any demonstrations or presentations which may
be required by the Client or any other costs incurred in connection
with or relating to its Proposal. All such costs and expenses will
remain with the Bidder and the Client shall not be liable in any
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manner whatsoever for the same or for any other costs or other
expenses incurred by a Bidder in preparation or submission of the
Proposal, regardless of the conduct or outcome of the selection
process.
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Section1. Instructions to Bidders and Data Sheet
A. General Provisions
1. Definitions (a) “Additional Resource” means any professional and support staff, in addition to the Key
Experts and the Programme Support Staff, who may be engaged by the Consultant to provide the Services.
(b) “Affiliate” means, in relation to a Bidder, a person who controls or is controlled by such
Bidder, or a person who is under the common control of the same person who controls such
Bidder.
(c) “Applicable Law” means the laws and any other
instruments having the force of law in India, as they may be issued and in force from time to time.
(d) “Bidder” means any person that submits a
Proposal pursuant to this RFP.
(e) “Category A Assignment” means an assignment
which meets the criteria set out in Clause 27.
(f) “Category B Assignment” means an assignment
which meets the criteria set out in Clause 27.
(g) “CBUD” means Capacity Building for Urban
Development.
(h) “CEO” means the Chief Executive Officer of the Client.
(i) “Clause” means a clause of the ITC.
(j) “Client” means Rourkela Smart City Limited
(RSCL), the implementing agency that will sign the Contract for the Services with the selected Consultant.
(k) “Companies Act” means the (Indian)
Companies Act, 1956 or the (Indian) Companies Act, 2013, to the extent applicable.
(l) “Consultant” means the successful Bidder selected by the Client in accordance with this
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RFP to enter into the Contract to provide the Services.
(m) “Contract” means the legally binding written agreement to be executed between the Client
and the selected Consultant. A draft of the Contract is set out in Section 7 and includes all
the documents listed in clause 1 of the draft Contract (i.e., the General Conditions of Contract (GCC), the Special Conditions of
Contract (SCC), and the Appendices).
(n) “Control” in relation to a Person, means: (i) the
ownership, directly or indirectly, of more than 50% of the voting shares of such Person; or (ii)
the power, directly or indirectly, to direct or influence the management and policies of such Person by operation of law, contract or
otherwise. The term “Controls” and “Controlled” shall be construed accordingly.
(o) “Data Sheet” means the data sheet set out in Part E of Section 1 with specific details and
information to supplement (and not override) the general provisions set out in Part A of the ITC.
(p) “Day” means a calendar day.
(q) “Eligible Assignment” means either a Category A Assignment or a Category B Assignment,
which meets the criteria set out in Clause 27.
(r) “Eligibility Criteria” means, collectively, the
financial eligibility criteria and the technical eligibility criteria specified in the Data Sheet and the other eligibility criteria specified in
Clauses 3, 4 and 5, which a Bidder is required to satisfy to be qualified as an eligible Bidder
for award of the Contract.
(s) “EMD” shall have the meaning ascribed to it in
Clause 19.
(t) “Expert Pool” means the team of Key Experts
proposed to be engaged by a Bidder, if selected as the Consultant, to perform the Services,
which at a minimum must include such
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number of Key Experts, as specified in paragraph 6.5.3 of the Terms of Reference and
Form FIN-3 of the RFP. It is clarified that the Expert Pool will not include any Programme
Support Staff.
(u) “Financial Proposal” means the financial
proposal of the Bidder comprising the documents set out in Clause 18.
(v) “GoO” means the Government of Odisha
(w) “GoI” means the Government of India.
(x) “Key Expert” means an individual proposed to
be engaged by a Bidder, if selected as the Consultant, as a part of the Expert Pool, who must have the minimum qualification and
experience as specified in paragraph 6.5.3 of the Terms of Reference for the position that such individual is proposed to hold in the
Expert Pool. As the experience, knowledge, skill and qualification of each Key Expert is critical
to the performance of the Services, the curriculum vitae (CVs) of each Key Expert and Deputy Team Leader, submitted by a Bidder as
a part of its Proposal, will be taken into account in the evaluation of the Technical Proposals.
(y) “ITC” mean the Instructions to Consultants set out in Section 1 of the RFP that provides the
Bidders with all the information needed to prepare their Proposals.
(z) “MD” means Managing Director of the Client.
(aa) “MoUD” means the Ministry of Urban
Development, GoI.
(bb) “Module” means a component of the Smart Solutions Project in relation to which the Consultant is required to provide the Services,
as described in greater detail in the TOR.
(cc) “Person” means any individual, company,
corporation, firm, and partnership, trust, sole proprietor, limited liability partnership, co-
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operative society, Government Company or any other legal entity.
(dd) “Personnel” means, collectively, Key Experts, Programme Support Team, and any other
personnel proposed to be engaged by a Bidder, if selected as the Consultant, to provide the
Services.
(ee) “PgMC Office” shall have the meaning ascribed
to it in the Terms of Reference.
(ff) “Programme Support Staff” means an
individual proposed to be engaged by a Bidder, if selected as the Consultant, as a part of the
Programme Support Team, who must have the minimum qualification and experience as specified in paragraph 6.5.3 of the Terms of
Reference for the function that such individual is required to perform as a part of the
Programme Support Team. The CV of each Programme Support Staff is required to be submitted by a Bidder as part of its Proposal,
however, the CVs of the Programme Support Staff will not be considered in the evaluation of the Technical Proposals.
(gg) “Programme Support Team” means the team of
Programme Support Staff proposed to be engaged by a Bidder, if selected as the Consultant, to perform the Services, which at a
minimum must include such number of Programme Support Staff with the relevant qualification and experience, as specified in
paragraph 6.5.3 of the Terms of Reference and Form FIN-3 of the RFP. It is clarified that the
Programme Support Team will not include any Key Expert.
(hh) “Performance Security” shall have the meaning ascribed to it in Clause 24.
(ii) “Proposal” means the submissions made by a Bidder pursuant to the RFP, which will include
the Qualification Documents, Technical Proposal and the Financial Proposal.
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(jj) “Proposal Due Date” means the last date for submission of the Proposals, as specified in the
Data Sheet.
(kk) “Qualification Documents” means the
documents submitted by the Bidder to demonstrate its eligibility in accordance with
Clause 17.
(ll) Deleted.
(mm) “Resource Pool” means the pool of Additional Resources who may be engaged by the
Consultant to provide the Services (i.e., in addition to the Expert Pool and the Programme
Support Team) with prior approval of the client.
(nn) “RFP” means this, request for proposal dated
along with its schedules, annexures and appendices and includes any subsequent amendment issued by the Client.
(oo) “Services” means the work to be performed by
the Consultant pursuant to the Contract, as described in greater detail in the TOR and the Smart City Proposals.
(pp) “Smart City Proposals” means the stage 1 and
stage 2 proposals submitted by GoO to MoUD for the selection of Rourkela as a smart city under the first phase of the Smart Cities
Mission launched by the MoUD, which are appended to the RFP at Schedule I.
(qq) “Smart Solutions Project” shall have the meaning ascribed to it in Clause 2.
(rr) “Technical Proposal” means the technical proposal of the Bidder comprising the
documents set out in Clause 17.
(ss) “TOR or Terms of Reference” means the terms
of reference set out in Section 6 of the RFP that explain the objectives, scope of work, activities, tasks to be performed, respective role and
responsibilities of the Client and the
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Consultant, and expected results and deliverables of the Smart Solutions Project.
2. Introduction 2.1 The city of Rourkela has been selected to be developed into a smart city under the Smart Cities
Mission launched by the MoUD. The Client is the special purpose vehicle incorporated to implement
the Smart Cities Mission in Rourkela in accordance with the Smart City Proposals. The Smart City Proposals include the application of
certain pan-city smart solutions, which involve the use of technology, information and data to improve
infrastructure and services within the city of Rourkela (the Smart Solutions Project). The Client now intends to select a Consultant to design
and assist the Client in implementing the Smart Solutions Project through a Central Command and Control Centre and to perform the Services, as
described in greater detail in the TOR and the Smart Cities Proposals., in accordance with the
method of selection specified in the Data Sheet. In providing the Services, the Consultant is required to comply with the provisions of the RFP and the
Smart City Guidelines issued by the MoUD.
2.2 The Contract (appended to the RFP at Section 7),
which will be signed between the Client and the Consultant is for a term of 4 years, which term
may be extended on mutually acceptable terms and conditions.
2.3 The Client has adopted a single-stage bid process for selection of the Consultant. Bidders who are eligible in accordance with Clauses 3, 4 and 5 of
the RFP are invited to submit their Proposals for providing the Services, which will consist of three
parts: (a) Qualification Documents; (b) Technical Proposal; and (c) Financial Proposal, each in the formats specified in Section 2 and 3.
2.4 The evaluation of the Proposals will be carried out in three sub-stages:
(a) The first sub-stage will involve qualification of
the Bidders based on evaluation of their Qualification Documents to determine compliance with the Eligibility Criteria. Only
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those Bidders who are found to meet the Eligibility Criteria will be qualified for the next
sub-stage.
(b) In the second sub-stage, the Technical
Proposals of the eligible and qualified Bidders will be evaluated to determine compliance with
the requirements of this RFP, including the TOR and the Smart City Proposals. Only those Bidders who score at least the minimum
qualifying technical score, as specified in the Data Sheet, on their Technical Proposals will be
eligible for evaluation of their Financial Proposals in the third and final sub-stage.
(c) In the third and final sub-stage, the Financial Proposals of the eligible and qualified Bidders whose Technical Proposals have received at
least the minimum qualifying technical score will be evaluated and scored in accordance with
the formula specified in the Data Sheet. The Proposals of the qualified Bidders will be finally ranked on the basis of their combined weighted
technical score and financial score, with 80% weightage being assigned to the Technical Proposal and 20% weightage to the Financial
Proposal.
(d) The first ranking Bidder will be invited to participate in negotiations with the Client in accordance with Clause 31. Thereafter, upon
completion of the negotiations, the Client will issue a letter of award to the first ranking Bidder, declaring the first ranking Bidder to be
the selected Consultant. Following receipt of the letter of award, the Bidder will furnish the
Performance Security in accordance with Clause 24, fulfill any other conditions specified in the letter of award and execute the Contract
with the Client.
(e) The Bidders should familiarize themselves with
the local conditions and take them into account in preparing their Proposals. Bidders may
attend the pre-bid meeting, which will be held on the date specified in the Data Sheet, during which the Bidders will be free to seek
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clarifications and make suggestions to the Client on the scope of the Services or otherwise
in connection with the RFP. Attending any such pre-bid meeting is optional and is at the
Bidders’ expense.
(f) The statements and explanations contained in
the RFP are intended to provide the Bidders with an understanding of the scope of the Services. Such statements and explanations
should not be construed or interpreted as limiting in any way or manner: (i) the scope of
the rights and obligations of the Consultant, as set out in the Contract; or (ii) the Client's right to alter, amend, change, supplement or clarify
the rights and obligations of the Consultant or the scope of the Services or the terms of the Contract.
Consequently, any omissions, conflicts or
contradictions in the RFP are to be noted, interpreted and applied appropriately to give effect to this intent. The Client will not entertain
any claims on account of such omissions, conflicts or contradictions.
(g) The Client will endeavor to provide to the Bidders, in a timely manner and at no
additional cost, the inputs, relevant project data, responses to queries and reports required for the preparation of the Proposals as specified
in the Data Sheet.
(h) The Client will endeavor to adhere to the
timelines set out in the Data Sheet for carrying out the bid process and award of the Contract.
(i) It will be assumed that Bidders will have accounted for all relevant factors, including
technical data, and applicable laws and regulations while submitting the Proposals.
3. Conflict of Interest
3.1 The Bidder is required to provide professional, objective, and impartial advice, at all times holding the Client’s interests paramount, strictly avoiding
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conflicts with other assignments or its own corporate interests, and acting without any
consideration for future work.
3.2 The bidder has an obligation to disclose to the
Client any situation of actual or potential conflict that impacts its capacity to serve the best interest
of its Client. Failure to disclose such situations may lead to the disqualification of the bidder or the termination of its Contract and/or sanctions by
the Bank.
3.3 Without limiting the generality of the foregoing, a
Bidder shall be deemed to have a conflict of interest and shall not be hired as the Consultant
under the circumstances set forth below:
a. Conflicting
activities
Conflict between consulting activities and procurement
of goods, works or non-consulting services: a bidder that has been engaged by the Client to provide goods, works,
or non-consulting services for a project, or any of its Affiliates, shall be disqualified from providing consulting services resulting from or directly related to those goods,
works, or non-consulting services. Conversely, a bidder hired to provide consulting services for the preparation or implementation of a project, or any of its Affiliates,
shall be disqualified from subsequently providing goods or works or non-consulting services resulting from or
directly related to the consulting services for such preparation or implementation.
b. Conflicting assignments
Conflict among consulting assignments: a bidder (including its Experts and Sub-consultants) or any of its
Affiliates shall not be hired for any assignment that, by its nature, may be in conflict with another assignment of
the bidder for the same or for another Client.
c. Conflicting
relationships
Relationship with the Client’s staff: a bidder (including
its Experts and Sub-consultants) that has a close business or family relationship with a professional staff of the Borrower (or of the Client, or of implementing
agency, or of a recipient of a part of the Bank’s financing) who are directly or indirectly involved in any part of (i)
the preparation of the Terms of Reference for the assignment, (ii) the selection process for the Contract, or (iii) the supervision of the Contract, may not be awarded
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a Contract, unless the conflict stemming from this relationship has been resolved in a manner acceptable to
the Bank throughout the selection process and the execution of the Contract.
4. Unfair Competitive
Advantage
Fairness and transparency in the selection process require that the bidder or their Affiliates competing for a
specific assignment do not derive a competitive advantage from having provided consulting services related to the assignment in question. To that end, the
Client shall indicate in the Data Sheet and make available together with this RFP all information that
would in that respect give the bidder any unfair competitive advantage over competing Consultants.
5. Corrupt and Fraudulent Practices
5.1 The Bidder (including its officers, employees, agents and advisors), its Personnel and Affiliates shall observe the highest standards of ethics
during the bid process. Notwithstanding anything to the contrary in this RFP, the Client shall reject
a proposal without being liable in any manner whatsoever to the Bidder if it determines that the Bidder has directly or indirectly through an agent
engaged in any corrupt practice, fraudulent practice, coercive practice, collusive practice, undesirable practice or restrictive practice, as
defined in Section 5.
5.2 To this end, the Bidder shall permit and shall cause its agents and Personnel to permit the Client to inspect all accounts, records, and other
documents relating to the submission of the Proposal and in case of the Consultant, the performance of the Contract and to have them
audited by auditors appointed by the Client.
6. Eligibility 6.1 A company incorporated under the Companies Act
or an equivalent law outside India or a firm or limited liability partnership registered in India or in any other jurisdiction, which meets the
Eligibility Criteria shall be eligible to submit a Proposal. However, the bidder must have a valid
service tax registration in India.
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6.2 If a company/firm does not meet the Eligibility Criteria individually, then such company/firm
shall not be entitled to form a consortium. If any company/firm forms a consortium with another
company/firm to submit a Proposal, then the Proposal submitted by such consortium shall be rejected and all the members of the consortium
shall be disqualified. However a company/firm will be allowed to use credentials of any other companies/firms belonging to the same corporate
group and/or utilising the same brand name/logo to meet the technical and financial eligibility
criteria and for marking under the technical evaluation, provided sufficient documentary proof is submitted with the bid proposal.
6.3 Furthermore, it is the Bidder’s responsibility to
ensure that it’s Personnel, agents (declared or not), service providers, suppliers and/or their
employees meet the eligibility requirements specified in the RFP.
7. Acknowledge-ment by Bidder
7.1 It shall be deemed that by submitting the Proposal, the Bidder has:
(i) made a complete and careful examination of
the RFP and any other information provided
by the Client under this RFP;
(ii) accepted the risk of inadequacy, error or
mistake in the information provided in the
RFP or furnished by or on behalf of the
Client;
(iii) satisfied itself about all things, matters and
information, necessary and required for
submitting an informed Proposal, and
performing the Services in accordance with
the Contract and this RFP.
(iv) acknowledged and agreed that inadequacy,
lack of completeness or incorrectness of
information provided in the RFP or
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ignorance of any matter in relation to the
Smart Solutions Project shall not be a basis
for any claim for compensation, damages,
extension of time for performance of its
obligations or loss of profits or revenue from
the Client, or a ground for termination of the
Contract; and
(v) agreed to be bound by the undertakings
provided by it under and in terms of this RFP
and the Contract.
8. Rights of the Client
8.1 The Client, in its sole discretion and without incurring any obligation or liability, reserves the right, at any time, to:
(i) suspend the bid process and/or amend
and/or supplement the bid process or
modify the dates or other terms and
conditions relating thereto prior to the
issuance of the letter of award to the
Consultant;
(ii) consult with any Bidder in order to receive
clarification or further information;
(iii) retain any information, documents and/or
evidence submitted to the Client by and/or
on behalf of any Bidder;
(iv) independently verify, disqualify, reject
and/or accept any and all documents,
information and/or evidence submitted by
or on behalf of any Bidder, provided that any
such verification or lack of such verification
by the Client shall not relieve the Bidder of
its obligations or liabilities, or affect any of
the rights of the Client;
(v) reject a Proposal, if: (A) at any time, a
material misrepresentation is made or
uncovered; or (B) the Bidder in question
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does not provide, within the time specified
by the Client, the supplemental information
sought by the Client for evaluation of the
Proposal.
(vi) accept or reject a Proposal, annul the bid
process and reject all Proposals, at any time
prior to the issuance of the letter of award to
the Consultant, without any liability or any
obligation for such acceptance, rejection or
annulment and without assigning any
reasons whatsoever to any Bidder.
8.2 If the Client exercises its right under this RFP to
reject a Proposal and consequently, the
first/highest ranked Bidder gets disqualified or
rejected, then the Client reserves the right to:
(i) invite the next ranked Bidder to negotiate
the Contract, except in the case where the
rejection is for the reason mentioned in the
clause 8.1 (vi); or
(ii) take any such measure as may be deemed
fit in the sole discretion of the Client,
including inviting fresh Proposals from the
qualified Bidders or annulling the entire bid
process.
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B. Preparation of Proposals
9. General
Considerations
In preparing the Proposal, the Bidder is expected to
examine the RFP in detail. The RFP must be read as a whole. If any Bidder finds any ambiguity or lack of clarity in the RFP, the Bidder must inform the Client
at the earliest to seek clarity on the interpretation of the RFP. Material deficiencies in providing the
information requested in the RFP may result in rejection of the Proposal.
10. Cost of Preparation of Proposal
The Bidder shall bear all costs associated with the preparation and submission of its Proposal, and the Client shall not be responsible or liable for those costs,
regardless of the conduct or outcome of the selection process. The Client is not bound to accept any
Proposal, and reserves the right to annul the selection process at any time prior to award of the Contract, without assigning any reason and without incurring
any liability to the Bidder.
11. Language The Proposal, as well as all correspondence and documents relating to the Proposal exchanged between the Bidder and the Client shall be written in
the language(s) specified in the Data Sheet.
12. Documents
Comprising the Proposal
(a) The Proposal shall consist of 3 parts: (a)
Qualification Documents; (b) the Technical Proposal; and (c) the Financial Proposal. Each
part will comprise the documents and forms listed in Clauses 17 and 18.
(b) The Bidder shall furnish information on commissions, gratuities, and fees, if any, paid or to be paid to agents or any other party relating
to this Proposal and, if awarded, Contract execution, as requested in the Financial
Proposal submission form (Form FIN-1).
13. Only One
Proposal
(a) The Bidder shall submit only one Proposal. If a
Bidder submits or participates in more than one Proposal, all such Proposals shall be disqualified and rejected. Further, a Bidder’s proposed Key
Experts and Programme Support Staff are also precluded from participating as Key Experts and
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Programme Support Staff in more than one Proposal.
14. Proposal Validity
(a) Each Proposal must remain valid for the period specified in the Data Sheet.
(b) During the Proposal validity period (as specified in the Data Sheet), the Bidder shall maintain its
original Proposal without any change, including in the proposed Expert Pool and the Financial Proposal.
(c) If it is established that any Key Expert nominated in the Bidder’s Proposal was not
available at the time of Proposal submission or was included in the Proposal without his/her confirmation, such Proposal shall be rejected
and may be subject to sanctions specified in Section 5 for corrupt and fraudulent practices.
Extension of
Validity Period
(d) The Client will make its best effort to complete
the bid process and select the Consultant within the Proposal’s validity period specified in the
Data Sheet. However, should the need arise, the Client may request, in writing, all Bidders who submitted Proposals prior to the Proposal Due
Date to extend the Proposals’ validity.
(e) If the Bidder agrees to extend the validity of its
Proposal, it shall be done without any change in the original Proposal and with the confirmation of the continued availability of the Key Experts.
(f) The Bidder has the right to refuse to extend the validity of its Proposal in which case such Proposal will not be further evaluated, and the
EMD of such Bidder will be returned in the manner set out in this RFP.
(g) In the event a Bidder agrees to extend the validity of its Proposal, the validity of the EMD submitted by such Bidder along with the
Proposal (where the EMD is submitted in the form of a bank guarantee) will also be extended for an equivalent period.
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Expert Pool and Substitution of
Key Experts (Expert Pool,
and Deputy Team Leader) at Validity
Extension
(h) The Consultant must have the requisite skill and experience to undertake the range of tasks
specified in the TOR and the Contract. For this purpose, the Consultant shall constitute an
Expert Pool which will comprise such number of Key Experts with the minimum qualification and experience, as specified in paragraph 6.5.3
of the Terms of Reference. The composition of the Expert Pool, as stated in a Bidder's Technical Proposal, cannot be altered during the
validity of the Proposal, except in accordance with the provisions of the RFP.
(i) If the validity of the Proposal is extended and if any of the Key Experts become unavailable for the extended validity period, the Bidder shall
provide a written justification and evidence satisfactory to the Client together with a
substitution request. In such case, the replacement Key Expert shall have equal or better qualifications and experience than those
of the originally proposed Key Expert. If a Key Expert is replaced by the Bidder prior to the evaluation of its Technical Proposal, the
technical evaluation and score will be based on the credentials of the new/replacement Key
Expert.
(j) If the Bidder fails to provide a replacement Key Expert with equal or better qualifications, or if
the reasons provided for the replacement of a Key Expert are unacceptable to the Client, such Proposal will be rejected by the Client.
(k) The replacement of any Key Expert during the term of the Contract is permitted only in
accordance with the Data Sheet.
Sub-Contracting
(l) The Consultant shall not sub-contract any part or whole of the Services.
15. Clarification and
Amendment of the RFP
(a) The Bidder may request a clarification of any part of the RFP prior to the last date for
submission of queries, as indicated in the Data Sheet. Any queries or requests for additional information in relation to the RFP should be
Section 1. Instructions to Bidders
22 | P a g e
submitted in writing or by fax or email. The envelope or communication must clearly bear
the following subject line – "Selection of Programme Management Consultant for Smart
Solutions Project for Rourkela Smart City Limited: Queries or Request for Additional Information" and sent to the
address/number/e-mail address indicated in the Data Sheet.
The Client shall make reasonable efforts to respond to the queries or request for
clarifications on or before the date specified in the Data Sheet. The Client's responses to Bidder queries (including an explanation of the query
but without identifying its source) will be made available to all Bidders and shall be uploaded on
the Client’s website. It shall be the Bidder's responsibility to check the Client's website for the responses to the queries or requests for
clarification. The Client may, but shall not be obliged to communicate with the Bidders by e-mail, notice or other means it may deem fit
about the issuance of clarifications. The Client reserves the right not to respond to any query or
provide any clarification, in its sole discretion, and nothing in this RFP shall be taken to be or read as compelling or requiring the Client to
respond to any query or to provide any clarification. Should the Client deem it necessary to amend the RFP as a result of a
clarification, it shall do so following the procedure described below:
(a) At any time before the Proposal Due Date, the Client may amend the RFP by issuing an amendment. The amendments shall be
uploaded on the Client’s website and will be binding on the Client and the Bidders.
The Bidders shall update themselves by visiting the Client’s website regularly and the Client bears no responsibility for any
Bidder's failure to do.
(b) If the amendment is substantial, the Client may extend the Proposal Due Date
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to give the Bidders reasonable time to take an amendment into account in their
Proposals.
(c) Verbal clarifications and information
given by the Client or any other Person for or on its behalf shall not in any way or manner be binding on the Client.
(b) The Bidder may substitute, modify or withdraw its Proposal at any time prior to the Proposal Due Date. No Proposal shall be substituted,
withdrawn or modified after the time specified in the Data Sheet on the Proposal Due Date.
16. Preparation of Proposals – Specific
Considerations
While preparing the Proposal, the Bidder must give particular attention to the estimated Key Experts’ time input (expressed in man-month) as set out in
paragraph 6.5.3 of the Terms of Reference. This estimate is indicative and the Proposal shall be based
on the Bidder’s own estimates of the time to be spent on providing the Services.
17. Qualification Documents, Technical
Proposal Format and
Content
(a) The Qualification Documents and Technical Proposal are un-priced proposals and shall not include any financial information. A
Qualification Documents and Technical Proposal containing material financial
information shall be declared non-responsive.
(b) The Qualification Documents submitted by a
Bidder shall comprise the following:
(i) The Qualification Documents Proposal
Submission Form in the form attached at Appendix1;
(ii) Details of the Bidder in form set out at Appendix 2;
(iii) The bid document processing fee in the form of a demand draft drawn in favour of
the Client;
(iv) The EMD: If the Bidder is submitting the
EMD in the form of a bank guarantee, it
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must be in the format set out at Appendix 3;
(v) A power of attorney for signing the Proposal in the format set out in Appendix
4;
(vi) Financial qualification of the Bidder in the format set out in Appendix 5 along with copies of duly audited financial
statements for the financial years being considered for the purposes of evaluation of the Bidder’s financial capacity;
(vii) Certificate from statutory auditor
regarding the annual turnover of the Bidder in the format set out in Appendix 6;
(viii) Technical qualification of the Bidder in the format set out in Appendix 7 along
with supporting certificates from clients;
(ix) Affidavit certifying that the Bidder is not blacklisted in the format set out in Appendix 8;
(x) Copy of service tax registration in India; and
(xi) Duly certified copy of the Bidder’s
certificate of incorporation/certificate of registration issued under its applicable laws.
(c) The Technical Proposal submitted by a Bidder shall comprise the following:
(i) Comments and suggestions on the TOR and facilities to be provided by the
Consultant in the format set out in Form TECH-1;
(ii) Description of approach, methodology, and work plan in the format set out in
Form TECH-2;
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(iii) Work schedule for Deliverables in the format set out in Form TECH-3;
(iv) Team composition and Key Experts’ inputs and curriculum vitae of Expert
Pool and Programme Support Team in the format set out in Form TECH-4; and
(v) If applicable, undertaking from the Key Experts in the format set out in Form
TECH-5.
(vi) The technical presentation to be made by
the bidder shall be carried by them for the presentation as per schedule provided by
Client. The presentation made by the bidders shall be submitted to the client after completion of the presentation.
The Bidder shall not propose alternative Key Experts. Only one CV shall be submitted for
each Key Expert as indicated in the TOR. Failure to comply with this requirement will make the
Proposal non-responsive.
18. Financial
Proposal
(a) The Financial Proposal submitted by the Bidder
shall comprise the following:
(a) Financial Proposal Submission Form in
the format set out in Form FIN-1;
(b) Summary of costs in the format set out in Form FIN-2; and
(c) Breakdown of remuneration in the format set out in Form FIN-3.
Price Adjustment
(b) The remuneration for the Expert Pool and the Programme Support Team quoted by the Consultant in its Financial Proposal shall be
adjusted as mentioned in the Data Sheet.
Taxes (c) The Consultant and its Personnel are responsible for meeting all tax liabilities arising out of the Contract. Information on taxes in the
Client’s country is provided in the Data Sheet.
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Currency of Proposal
(d) The Bidder shall submit its Financial Proposal in Indian Rupees.
Currency of Payment
(e) Payments under the Contract shall be made in Indian Rupees.
19. Earnest Money
Deposit
(a) An Earnest Money Deposit (EMD) amount as
indicated in the Data Sheet in the form of a demand draft or irrevocable, unconditional and on-demand bank guarantee drawn in favour of
the Client and payable at Rourkela must be submitted along with the Proposal.
(b) Proposals not accompanied by EMD shall be rejected as non-responsive.
(c) The EMD submitted along with the Proposal will remain valid till the validity of the Proposal,
including any extensions thereof.
(d) No interest shall be payable by the Client for the
sum deposited as EMD.
(e) Unless forfeited in accordance with Clause 20 below, the EMD of the unsuccessful Bidders will be returned within 1 month of signing of the
Contract with the Consultant. The EMD of the selected Bidder (i.e., the Consultant) will be returned upon the selected Bidder furnishing
the Performance Security in accordance with Clause 24.
20. Forfeiture of EMD
The EMD shall be forfeited and appropriated by the Client as mutually agreed genuine pre-estimated
compensation and damages payable to the Client for the time, cost and effort of the Client, without prejudice to any other right or remedy that may be
available to the Client under the RFP or in law under the following conditions:
(a) If a Bidder withdraws or modifies its Proposal during the Proposal validity period or any
extension agreed by the Bidder thereof. (b) If a Bidder is disqualified in accordance with
Clause 3;
(c) If the Bidder tries to influence the evaluation
process or engages in corrupt, fraudulent,
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27 | P a g e
coercive or undesirable practice or restrictive practice as set out in Section 5.
(d) If a Bidder is declared the first ranking Bidder and it:
(i) Withdraws its Proposal during
negotiations. However, failure to arrive at a consensus between the Client and the first ranked Bidder shall not be construed as
withdrawal of proposal by the first ranked Bidder;
(ii) fails to furnish the Performance Security in accordance with Clause 24 of the RFP;
(iii) fails to sign and return, as acknowledgement, the duplicate copy of
the letter of award;
(iv) fails to fulfil any other condition precedent
to the execution of the Contract, as specified in the letter of award; or
(v) fails to execute the Contract.
21. Bid documents and
Processing Fees
(a) All Bidders are required to pay the amount as indicated in the Data Sheet towards the cost of bid documents processing fees as follows:
a. Bid document processing fee shall be paid through demand draft drawn in favour of the
Client.
b. The bid document processing fee is non-refundable.
Please note that the Proposal, which does not include the Bid documents and processing fees,
would be declared as non-responsive and accordingly, rejected.
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C. Submission, Opening and Evaluation
22. Submission, Sealing, and
Marking of Proposals
(a) The Bidder shall submit a signed and complete Proposal comprising the documents specified in
Clause 17 and Clause 18.
(b) The Proposal shall be submitted in physical
form (hard copy) and will be hand delivered or sent by registered post, speed post or courier in the manner and to the address specified in the
Data Sheet:
The Client will not be responsible for any delays,
loss or non-receipt of Proposals. Proposals submitted by fax, telegram or e-mail shall be
rejected.
Each Proposal must be typed or written in
indelible ink and an authorized representative of the Bidder shall sign the Proposal and
physically initial all pages of the Proposal. The authorization shall be by way of a written power of attorney executed in the format attached as
Appendix 4. The name and position held by the person signing the Proposal must be typed or printed below the signature.
(c) The Proposal shall contain no interlineations or
overwriting, except as necessary to correct errors made by the Bidder. Any modifications, revisions, interlineations, erasures, or
overwriting shall be valid only if they are signed or initialed by the authorized signatory/ person signing the Proposal.
(d) The signed Proposal shall be marked “Original”,
and its copies marked “Copy”1 as appropriate. The number of copies required to be submitted is indicated in the Data Sheet. All copies shall
be made from the signed original. If there are discrepancies between the original and the copies, the original shall prevail.
1Copy means photo copy (ies) of the original proposal.
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29 | P a g e
(e) The Proposal will comprise 3 separate sealed envelopes which will be placed in a sealed outer envelope as follows:
(a) The first envelope (Envelope A) will contain
the Qualification Documents in original and such number of copies as specified in the Data Sheet and be marked as follows:
“SELECTION OF PROGRAMME MANAGEMENT CONSULTANT FOR SMART SOLUTIONS
PROJECT FOR ROURKELA SMART CITY LIMITED –
QUALIFICATION DOCUMENTS DO NOT OPEN BEFORE [Insert Time Indicated
in the Data Sheet] ON [Proposal Due Date]”
(b) The second envelope (Envelope B) will
contain the Technical Proposal in original and such number of copies as specified in the Data Sheet and be marked as follows:
“SELECTION OF PROGRAMME MANAGEMENT CONSULTANT FOR SMART SOLUTIONS
PROJECT FOR ROURKELA SMART CITY LIMITED –
TECHNICAL PROPOSAL DO NOT OPEN BEFORE COMPLETION OF EVALUATION OF QUALIFICATION
DOCUMENTS”
(f) The third envelope (Envelope C) will contain the
original Financial Proposal and be marked as follows:
“SELECTION OF PROGRAMME MANAGEMENT CONSULTANT FOR SMART SOLUTIONS
PROJECT FOR ROURKELA SMART CITY LIMITED –
FINANCIAL PROPOSAL
DO NOT OPEN BEFORE COMPLETION OF EVALUATION OF TECHNICAL PROPOSAL”
(g) The sealed envelopes containing the Qualification Documents, Technical Proposal
and Financial Proposal shall be placed into one
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30 | P a g e
outer envelope and sealed. This outer envelope shall bear the name and address of the Bidder
and the RFP reference number and be marked as follows:
“SELECTION OF PROGRAMME MANAGEMENT CONSULTANT FOR SMART SOLUTIONS
PROJECT FOR ROURKELA SMART CITY LIMITED – PROPOSAL
DO NOT OPEN BEFORE [Insert Time Indicated in the Data Sheet] ON [Proposal Due
Date”].
(h) If the envelopes are not sealed and marked as
required, the Client will assume no responsibility for the misplacement, loss, or premature opening of the Proposal.
23. Confidentiality (a) From the time the Proposals are opened to the
time the Contract is awarded, the Bidder should not contact the Client on any matter related to its Qualification Documents, Technical Proposal
and/or Financial Proposal. Information relating to the evaluation of Proposals and award recommendations shall not be disclosed to the
Bidders who submitted the Proposals or to any other party not officially involved with the bid
process, until the publication of the Contract award.
(b) Any attempt by a Bidder or anyone on behalf of the Bidder to influence improperly the Client in the evaluation of the Proposals or award of the
Contract may result in the rejection of its Proposal.
(c) Notwithstanding the above provisions, from the time of the Proposals’ opening to the time of
Contract award publication, if a Bidder wishes to contact the Client on any matter related to the selection process, it should do so only in writing.
24. Performance
Security
24.1 Upon selection, the Consultant shall furnish to
the Client, a performance security of the amount specified in Clause 24.2 below, on or before execution of the Contract to secure the due
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31 | P a g e
performance of the obligations of the Consultant under the Contract (the Performance Security).
The Performance Security will be in the form of an unconditional, irrevocable and on-demand
bank guarantee issued in favour of the Client in the format appended to the Contract.
24.2 The Performance Security shall be for an amount equal to 10% (Ten per cent) of the total value of the Contract.
25. Opening and Evaluation of
Proposals
(a) The Client shall open only those Proposals that are submitted on or before the specified time on
the Proposal Due Date.
(b) The Client shall open the Proposals at the time and on the date and the address specified in the Data Sheet.
(c) The Client’s evaluation committee shall conduct the opening of the Proposals in the presence of
the Bidders whose authorized representatives choose to attend the bid opening event.
26. Responsiveness and
Eligibility Tests
(a) First, the Client’s evaluation committee shall open and evaluate the Qualification Documents
for responsiveness and to determine whether the Bidders are eligible to be awarded the Contract. At the opening of the Qualification Documents,
the following shall be read out:
the name and the country of the Bidder;
the presence or absence of duly sealed envelopes with the Technical Proposal and
the Financial Proposal; and
any modifications to the Proposal submitted
prior to the Proposal Due Date.
any other information deemed appropriate.
The Qualification Documents shall be considered responsive only if:
(a) all documents specified in Clause 17 are received in the prescribed format;
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32 | P a g e
(b) the Proposal is received by the Proposal Due Date;
(c) it is signed, sealed and marked as specified in Clause 22;
(d) it contains all the information and documents (complete in all respects) as requested in this RFP; and
(e) it does not contain any condition or qualification.
(b) The Client's evaluation committee shall evaluate
and determine whether the Bidders who have submitted responsive Qualification Documents
satisfy the Eligibility Criteria.
(c) If any Bidder is found to be disqualified in
accordance with the terms of the RFP or the Qualification Documents are found to be non-responsive or the Bidder does not meet the
Eligibility Criteria, then the Proposal submitted by such Bidder will be rejected.
(d) Upon completion of evaluation of the Qualification Documents, the Client will notify
the Bidders whether they are qualified and eligible for evaluation of their Technical Proposals.
27. Evaluation of
Technical Proposals
The Client’s evaluation committee shall evaluate the
Technical Proposals of eligible Bidders for responsiveness. If the Technical Proposal is found:
(a) not to be complete in all respects; or
(b) not duly signed by the authorized signatory of
the Bidder;
(c) not to be in the prescribed format; or
(d) to contain alterations, conditions, deviations or
omissions,
then such Technical Proposal shall be deemed to be
substantially non-responsive and be liable to be rejected.
Each responsive Technical Proposal submitted by an eligible Bidder will be given a technical score on the
basis of the evaluation criteria, sub-criteria, and point
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33 | P a g e
system specified in the Data Sheet. The Financial Proposals of only those Bidders who score at least the
minimum qualifying technical score, as specified in the Data Sheet, on their Technical Proposals will be
opened by the Client.
28. Public
Opening of Financial Proposals (for
QCBS, methods)
(a) After the evaluation of Technical Proposals of
eligible Bidders is completed, the Client shall notify those Bidders whose Technical Proposals were considered non-responsive to the RFP or
who do not score the minimum qualifying technical score that their Financial Proposals
will not be opened, along with information relating to the Bidder's overall technical score, as well as scores obtained for each criterion and
sub-criterion). The Financial Proposals of technically unqualified Bidders will be returned unopened. The Client shall simultaneously
notify in writing those Bidders that have achieved the minimum qualifying technical
score and inform them of the date, time and location for the opening of their Financial Proposals. The opening date should allow the
Bidders sufficient time to make arrangements for attending the opening. The Bidder’s
attendance at the opening of the Financial Proposals is optional and is at the Bidder’s choice.
(b) The Financial Proposals of eligible Bidders whose Technical Proposals have scored at least
the minimum qualifying technical score shall be opened by the Client’s evaluation committee on
the date and at the time notified by the Client in the presence of the Bidders whose designated representatives choose to be present. At the
opening of the Financial Proposals, the names of the Bidders, and the overall technical scores, including the break-down by criterion, shall be
read aloud. The Financial Proposals will then be evaluated to confirm that they have remained
sealed and unopened and are responsive in terms of the RFP. If any Financial Proposal is found:
(i) not to be complete in all respects;
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34 | P a g e
(ii) not duly signed by the authorized signatory of the Bidder;
(iii) not to be in the prescribed format; or
(iv) to contain alterations, conditions, deviations or omissions,
then such Financial Proposal shall be deemed to be substantially non-responsive and liable to be
rejected.
The Financial Proposals that are found to be
responsive will be evaluated, and the total cost quoted by the eligible and technically qualified
Bidders will be read aloud and recorded. Each responsive Financial Proposal will be given a financial score on the basis of the formula
specified in the Data Sheet.
29. Correction of
Errors
(a) Activities and items described in the Technical
Proposal but not priced in the Financial Proposal shall be assumed to be included in the prices of
other activities or items, and no corrections will be made to the Financial Proposal.
The Client’s evaluation committee will correct any computational or arithmetical errors in the Proposals. In case of discrepancy between (a) a
partial amount (sub-total) and the total amount; or (b) between the amount derived by
multiplication of unit price with quantity and the total price; or (c) between words and figures, the former will prevail in each case. In case of any
discrepancy between the Technical Proposal and the Financial Proposal of a Bidder in the time input in man-months for any Key Expert and/or
the Programme Support Staff, the Technical Proposal shall prevail and the Client’s evaluation
committee shall correct the quantities specified in the Financial Proposal so as to make it consistent with the corresponding quantities specified in the
Technical Proposal, apply the relevant rate per man month included in the Financial Proposal to
the corrected quantity, and correct the total cost stated in the Financial Proposal.
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35 | P a g e
30. Combined Quality
and Cost Evaluation
(a) The total score of an eligible and technically qualified Bidder will be calculated by weighting
its technical score and financial score and adding them as per the formula set out in the
Data Sheet. The Proposals of the eligible and technically qualified Bidders will then be ranked on the basis of their combined weighted
technical and financial score. The Bidder achieving the highest combined weighted technical and financial score may be issued a
letter of invitation by the Client to negotiate the Contract with the Client.
If 2 or more Bidders are ranked the highest bidders with the same combined weighted
technical and financial score, the Proposal with the higher technical score will be ranked first. Subject to Clause 32, the first/highest ranked
Bidder will ordinarily be the selected Bidder.
D. Negotiations and Award
31. Negotiations (a) The first/highest ranking bidder may, if necessary, be invited for negotiations with the
Client. The negotiations will be held at the date and address indicated in the Data Sheet with the Bidder’s authorized representative. The
negotiations will be for re-confirming the obligations of the Consultant under the
Contract and the RFP and finalising the detailed work plan, deliverables, payment milestones and the proposed Expert Pool and
Programme Support Team.
(b) The Client shall prepare minutes of
negotiations which will be signed by the Client and the Consultant’s authorized
representative.
a. Availability of Key
Experts
The first/highest ranking Bidder shall confirm the
availability of all Key Experts included in the Proposal as a pre-requisite to the negotiations, or, if applicable, a replacement in accordance with Clause
14. Failure to confirm the Key Experts’ availability may result in the rejection of the first/highest
ranking Bidder’s Proposal and the Client proceeding
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36 | P a g e
to negotiate the Contract with the next-ranked Bidder.
Notwithstanding the above, the substitution of Key Experts during the negotiations may be considered if
such substitution is due solely to circumstances outside the reasonable control of and not foreseeable
by the first/highest ranking Bidder, including but not limited to death or medical incapacity. In such case, the first/highest ranking Bidder shall offer a
substitute Key Expert within the period of time specified in the letter of invitation to negotiate the
Contract, who shall have equivalent or better qualifications and experience than the original Key Expert.
b. Technical negotiations
The negotiations will include discussions on the Terms of Reference (TORs), the proposed
methodology, quality of work plan, the Client’s inputs, deployment of the Key Experts and the
Programme Support Team, the special conditions of the Contract, and finalizing the details of the Services to be provided by the Consultant. These discussions
shall not substantially alter the original scope of Services under the TOR or the terms of the Contract, lest the quality of the final product, its price, or the
relevance of the initial evaluation be affected.
c. Financial negotiations
The negotiations may include discussions on the Consultant’s tax liability in India and how it should be reflected in the Contract.
The total price stated in the Financial Proposal shall not be negotiated.
32. Conclusion of
Negotiations
(a) The negotiations will be concluded with a
review of the draft Contract.
(b) If the negotiations fail, the Client shall inform
the first/highest ranking Bidder in writing of all pending issues and disagreements and provide a final opportunity to the first/highest ranking
Bidder to respond. If disagreement persists, the Client shall terminate the negotiations
informing the first/highest ranking Bidder of the reasons for doing so. Upon termination of the negotiations with the first/highest ranking
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37 | P a g e
Bidder, the Client may invite the next-ranked Bidder to negotiate the Contract with the Client
or annul the bid process, reject all Proposals and invite fresh Proposals. If the Client
commences negotiations with the next-ranked Bidder, the Client shall not reopen the earlier negotiations.
33. Award of Contract
(a) After completing the negotiations, the Client shall issue a letter of award to the selected
Bidder:
(i) accepting the Proposal of the selected
Bidder with such modifications as may be negotiated with the Client;
(ii) appointing it as the Consultant;
(iii) requesting it to submit the Performance Security in accordance with Clause 24;
(iv) requesting it to appoint the Key Experts forming part of its Expert Pool who are
not employees of the Consultant but have consented to being engaged by the Consultant on a contract basis to
perform the Services or a part thereof in accordance with the Contract;
(v) subject to submission of the Performance Security and satisfaction of
all other conditions specified in the letter of award, requesting it to execute the Contract.
Within [15] days of receipt of the letter of award, the selected Bidder shall sign and
return a copy of the letter of award.
(b) Upon execution of the Contract, the Client will publish the award information as per the instructions in the Data Sheet; and promptly
notify the other technically qualified Bidders of the conclusion of the selection process or upload the details of the selected Consultant
on its website.
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38 | P a g e
(c) The Consultant is expected to commence the assignment on the date and at the location
specified in the Data Sheet.
(d) If the selected Bidder fails to satisfy the
conditions specified in Clause 33(a) above or fails to execute the Contract on or before the
date specified in the letter of award, the Client may, unless it consents to an extension, without prejudice to its other rights under the
RFP or in law, disqualify the selected Bidder, revoke the letter of award and forfeit the EMD
of the selected Bidder. If the Client elects to disqualify the selected Bidder and revoke the letter of award, it may invite the next ranked
Bidder to negotiate the Contract with the Client or take any such measure as it may deem fit, including inviting fresh Proposals
from the eligible Bidders or annulling the entire bid process.
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E. Data Sheet
A. General
ITC Clause Reference
2.1 Name of the Client: Rourkela Smart City Limited
(RSCL) Method of selection: Quality and Cost Based Selection
80:20 (Technical: Financial)
2.4 (b) Minimum qualifying technical score: 70
2.4 (c) Please refer clause 30 of Data Sheet.
2.4 ( e) A pre-bid meeting will be held: Yes
Date of pre-bid meeting: 1st March, 2017, Time: 11 A.M.
Address: Conference Hall of State Urban Development Agency (SUDA),
Vivekananda Marg, Near Bhubaneswar Municipal Corporation (BMC),
Bhubaneswar - 751 014.
Telephone: (0661)2500388
Fax: (0661)2500388 E-mail: [email protected] Contact person: Monisha Banerjee, Administrator, Rourkela
Municipal Corporation.
2.4 (g) The Bidder may download the Smart City Proposal for preparing of the bid proposal from the website:
http://smartcities.gov.in or www.smartnet.niua.org or
www.rmc.nic.in
2.4 (h) SCHEDULE OF BIDDING PROCESS
The client shall endeavor to adhere to the following schedule:
Sr. No.
Event Description Date
1 Issue of Advertisement & Uploading of RFP
13th Feb, 2017
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40 | P a g e
2 Last date of receiving Queries 27th Feb, 2017 by 5 PM
3 Pre-bid Meeting 1st March, 2017 at 11
AM
4 Reply to Pre-bid Queries Within 7 days of Pre-bid meeting
5 Last Date of submission of Proposals
31st March, 2017 by 3 PM
6 Opening of Proposals (Qualification & Technical
Proposals)
31st March, 2017 by 5 PM
7 Technical presentation 11th April, 2017 at 10:00
AM
8 Opening of financial proposals 14th April, 2017 at 11:00
AM
9 Validity of Proposal
90 days from the last
date of submission of proposal (i.e. 29th June, 2017)
B. Preparation of Proposals
11 This RFP has been issued in the English language.
Proposals shall be submitted in English Language.
All correspondence exchange shall be in English Language. No supporting document or printed literature shall be submitted
with the Proposal unless specifically asked for and in case any document is in another language, it must be accompanied by an
accurate translation of all the relevant passages in English by an approved/authorized/licensed translator2, in which case, for all purposes of interpretation of the Proposal, the translation in
English shall prevail.
14 (a)
Proposals must remain valid for 90 (ninety) calendar days after the Proposal Due Date (i.e., until: 29th June, 2017).
14 (k) (a) During the 1st year of the Contract, the Consultant may change a maximum of 1 Key Experts with the prior consent
of the Client in accordance with the Contract and in such
2Approved/authorized/licensed translator means one who is certified by Government for
document translation. The registration/certification number of the translator is mandatory to
mention on the translated document along with full address, phone number and mail-id.
Section 1. Instructions to Bidders
41 | P a g e
case; a replacement Key Expert shall have equal or better
qualifications and experience as those of the originally proposed Key Expert. ; If the Consultant proposes to change
more than 1 Key Experts in the 1st year, a penalty of 10% of the professional fee quoted for that Key Expert shall be imposed by the Client. But if the Consultant proposes the
replacement of the Team Leader in the 1st year, then the penalty shall be 50% of the professional fee quoted for the Team Leader.
(b) During the 2nd year of the Contract, Consultant may change
a maximum of 2 Key Experts with the prior consent of the Client in accordance with the Contract and in such case; a replacement Key Expert shall have equal or better
qualifications and experience as those of the existing Key Expert. If the Consultant propose any change in the
number of key experts more than the above prescribed limit in the 2nd year a penalty of 10% of the professional fee quoted for that expert shall be imposed by the Client.
(c) From the 3rd year of the Contract and for the rest of the term
of the Contract, the Consultant may change, with prior
consent of the Client in accordance with the Contract, maximum of 80% of the Key Experts forming part of the
Expert Pool as on the date of commencement of the 3rd year of the term of the Contract and in such case, a replacement Key Expert shall have equal or better qualifications and
experience as those of the existing Key Expert. If the Consultant proposes any change in the number of key
experts more than the above prescribed limit beyond 3rd year, penalty of 10% of the professional fee quoted for that expert shall be imposed by the Client.
15 Clarifications may be requested no later than 1 day prior to
the pre-bid meeting date i.e. by 5 PM on 27th Feb, 2017. The contact information for requesting clarifications is:
CEO, Rourkela Smart City Limited,
C/o Rourkela Development Authority, Uditnagar, Rourkela Pin – 769012
Dist – Sundergarh, Odisha E-mail: [email protected]
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The Client shall make reasonable efforts to respond to the queries or request for clarifications on or before 7 days post the pre-bid
meeting date.
18
deleted
18 (b) A price adjustment provision applies to remuneration rates: No.
18 (c) Amount payable by the Client to the Consultant under the contract to be subject to local taxation: Yes
The Client will reimburse the Consultant the service tax payable by the Consultant for the Services, as per applicable laws. Any
other taxes payable in connection with the Services will be borne by the Consultant.
19 (a) An EMD of INR 6,00,000 (Indian Rupees Six Lakhs) in the form of a demand draft or bank guarantee from any Scheduled
Commercial bank in India and drawn in favour of the Rourkela Smart City Limited and payable at Rourkela, must be submitted along with the Proposal.
If the EMD is submitted through a bank guarantee, it must be in
the format set out in Appendix 3 and the minimum validity date of the bank guarantee should be 150 (one hundred fifty) days from the Proposal Due Date. In the event of any extension in the
Proposal's validity, the EMD will also remain valid for such extended period.
21 Bid documents processing fee of INR 10,000 (Indian Rupees Ten
Thousand only) shall be paid through a demand draft in favour of the Rourkela Smart City Limited and payable at Rourkela
C. Submission, Opening and Evaluation
22
The Consultant must submit the following number of copies
of the Proposal:
(a) Qualification Documents – 1 original and 3 copies (b) Technical Proposal – 1 original and 3 copies
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43 | P a g e
(c) Financial Proposal – Only the original Financial Proposal
needs to be submitted as a part of the Proposal.
The Proposals must be submitted no later than:
Date: 31st March, 2017
Time: till 3:00 P.M. The Proposal must be delivered in physical form to the
following address::
CEO, Rourkela Smart City Limited, C/o Rourkela Development Authority, Uditnagar, Rourkela
Pin – 769012 Dist – Sundergarh, Odisha
25 (b) The opening of the Proposals shall start at:
CEO, Rourkela Smart City Limited,
C/o Rourkela Development Authority, Uditnagar, Rourkela Pin – 769012
Dist – Sundergarh, Odisha
Date: 31st March, 2017 Time: at 5:00 P.M.
27
Eligibility Criteria
(i) Financial Eligibility:
The Bidder should have a minimum average annual
turnover from consultancy services of INR
50,00,00,000.00 (Indian Rupees Fifty Crores) in the
three financial years 2013-14, 2014-15 and 2015-
16 prior to the Proposal Due Date.
If the annual accounts for the Financial Year 2015-
16 are not audited, the Bidder shall provide the
provisional annual accounts for such Financial
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44 | P a g e
Year. The provisional annual accounts shall be
accompanied by an undertaking by the Bidder to the
effect that if it is chosen as the Consultant, it shall
submit to the Client within 60 days of the date of the
Contract, a duly certified copy of Bidder's duly
audited balance sheet, annual report and profit and
loss account for the Financial Year 2015-16 and a
certificate from the statutory auditor certifying that
the Consultant continues to meet the financial
eligibility criteria set out in the RFP.
(ii) Technical Eligibility:
To demonstrate the Bidder's technical eligibility, the
Bidder should have experience of successfully
completing at least 1 Category A Assignment in the
10 years preceding the Proposal Due Date.
(iii) Other Eligibility Criteria
(a) If any Bidder or its Affiliates have been barred by any
government or government instrumentality in India
or in any other jurisdiction to which such entity or
its Affiliates belong or in which they conduct their
business, from participating in any project or being
awarded any contract and the bar subsists on the
Proposal Due Date, such Bidder will not be eligible
to submit a Proposal. If the Client subsequently finds
that a Bidder or any of its Affiliates is so barred, then
the Client may disqualify the Bidder and reject its
Proposal.
(b) If any Bidder or its Affiliates has/have, in the 3
(three) years immediately preceding the Proposal
Due Date: (i) been expelled from any project or
contract by any government or government
instrumentality; or (ii) had any contract terminated
by any government or government instrumentality
for breach by such Bidder or its Affiliates, as the case
may be, then such Bidder will not be eligible to
submit a Proposal.
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45 | P a g e
(c) Bidders will provide such evidence of their continued
eligibility as the Client may request at any time
during or after the bid process.
The Technical Proposals of eligible and qualified Bidders shall be
evaluated as follows: Technical Proposal (Envelop B)
Criteria, sub-criteria, and point system for the evaluation of the Technical Proposals:
S No Description Maximum
Points
(I) Specific experience of the Bidder in undertaking Category A Assignments
and Category B Assignments:
20
S No Description Maximum
Points
Sub Criteria
Category A Assignment For an assignment to qualify as a
Category A Assignment, it should meet the following criteria:
(a) The assignment should be for the development of an Information Technology (IT) based City
Operation Center.
For the benefit of the Bidders, a brief description of a city operation center as per the client’s
understanding is set out below:
A city can be thought of as a
complex system of systems with dynamic interconnections and interdependencies across
individual systems or domains. Critical information in a city is typically stored in multiple
Section 1. Instructions to Bidders
46 | P a g e
disparate systems across multiple disconnected departments. A City Operation Center enables city
administrators, managers, and planners to leverage information across all city agencies and
departments, anticipate problems and minimize the impact of
disruption to services and operations, and coordinate cross-agency resources to respond to
both real-time and anticipated issues. This approach for
managing the city creates a fully integrated and interconnected holistic perspective. Among the
features of this system are gateways connecting City Operation Center to various
sources of data in the city (e.g., traffic and public safety), a visual
interface between City Operation Centers and its operators, and bidirectional communication and
interaction with citizens. Finally, analytic computational capabilities
enable customization of solutions.
In terms of usability, the City
Operation Center provides an enhanced visual user interface that can be customized based on
operator role. The interface makes it possible to
• bring together different data sources to provide a comprehensive perspective,
• present easily consumable critical information,
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47 | P a g e
• display summarized data that can be analyzed to give insight, and
• support real-time workflow and
alerts.
(b) The City Operation Center should
have been developed for a city with a minimum population of 200,000 (two hundred thousand).
(c) The City Operation Center should
have integrated data sources of more than one type and provided functional capability for 4 or more
sub categories as defined under Category B assignments.
(d) The Bidder shall have experience in providing project development and
management / project design and supervision / project design, supervision and management
consultancy services in the assignment.
(e) In executing the assignment, the
Bidder shall have been the
main/chief/principal consultant which executed the consultancy / services agreement with the
implementing agency and the total fees received towards the
consultancy services towards each such project must be above Rs. 1 Crore.
(f) In case of an ongoing Category A
Assignment, 60% of the assignment should have been completed as on the Proposal Due
Date. However the ongoing project will be considered for technical scoring over and above one
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48 | P a g e
completed qualifying project by the proposal date. For the consideration of 60% completion of an assignment, the work order and certification of 60% receipt of consulting fee from the Statutory Auditor can be provided.
For each Category A Assignment, which
meets the criteria set out above, the Bidder will be awarded 2 marks per assignment, subject to a maximum of 6
marks.
Category B Assignment
For an assignment to qualify as a Category B Assignment, it should meet the following criteria:
(a) The assignment should be for the project development and management / project design and supervision /
project design, supervision and management consultancy services of
an Information and Communication Technologies (ICT) based project, a list of which is set out below:
(i) Traffic management (traffic
signaling/traffic network flow monitoring/ traffic video surveillance and incidence
management/ video analytics supported traffic violation);
(ii) Smart parking (electronic
parking system for on street parking/publically owned
parking);
(iii) Transit operations (city-wide automatic vehicle locator (AVL)
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for tracking of public/private transport);
(iv) Transit operation (crew and bus
scheduling/ passenger information system on-board at bus shelters/public or private
places);
(v) Smart Card/mobile wallet based
payment systems;
(vi) Emergency response/city incidence management system
(emergency response intake through inward request
/computer aided dispatch / first responder tracker and coordination / incident
escalation and management/ multi-agency collaboration for emergencies and planned events
/ extreme weather disaster response);
(vii) Experience in designing / developing and implementing city wide ICT based smart
solution including networking, security, disaster recovery and
technology integration;
(viii) Experience in designing / developing / consulting city wide
public internet access centre such as city Wi-Fi;
(ix) Consulting or monitoring of
SCADA systems for electricity or water management etc.; and
(x) Experience in designing consulting city wide IT based integration system like
integration platform for municipal services (property tax,
birth / death registration /
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utility bill payments and other services)
(b) The ICT based project should have been implemented in a city with a minimum population of 200,000 (Two
hundred thousand).
(c) The Bidder shall have experience in providing design/consulting services for the assignment or operation and
management of the ICT based project.
(d) In executing the assignment, the Bidder shall have been the main / chief / principal consultant which executed
the consultancy/services agreement with the implementing agency and the total fees received towards the
consultancy services for each such project must be above Rs. 35 Lakhs.
(e) In case of an ongoing Category B
Assignment, 60 % of the assignment
should have been completed as on the Proposal Due Date. For the consideration of 60% completion of an assignment, the work order and a certification of 60% receipt of consulting fee from the Statutory Auditor can be provided.
For each Category B Assignment, which meets the criteria set out above, the
Bidder will be awarded 1 mark per assignment, subject to a maximum of 14 marks in total (out of which, the Bidder
may be awarded a maximum of 3 marks per sub-category within the Category B
Assignments set out at (a)(i)-(x) above). Also number of ongoing projects should not be more than 50% of the total number
of projects.
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A project considered only in any one of the categories and not in both the categories. For e.g., a project proposed for
evaluation in Category A shall not be proposed for evaluation under Category B also, in such case, evaluation of project
will be undertaken in one case only.
(II) Adequacy and quality of the proposed
methodology, and work plan in responding to the terms of Reference
(TORs)
40
Sub Criteria
(a) Technical Approach, Methodology including Presentation3 –30 Marks
(b) Work Plan – 05 Marks (c) Organization and Staffing – 05 Marks
{Notes to Bidder: (i) the Client will assess whether the
proposed methodology is clear, responds to the TORs as applied to the Smart City Proposal (SCP), work plan to analyze the SCP is realistic and implementable; overall team composition is balanced and has an appropriate skills mix to convert the SCP to module ; and the work plan has right input of Experts.
(ii) The presentation shall be made by
the Team leader only as per the details provided in the CVs.}
(III) Key Expert qualifications and competence for the assignment Notes to Consultant: each position
number corresponds to the same for the
Key Experts in Form TECH-4 to be
prepared by the Consultant}
34
3For Technical approach and methodology presentation, Consultants whosoever shall qualify in the qualification
documents shall be informed electronically in writing regarding the date of presentation.
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Programme Support Team qualifications and competence for the assignment Notes to Consultant: each position number corresponds to the same for the Key Experts in Form TECH-4 to be prepared by the Consultant}
6
Sub Criteria
S No Position Marks
1 Team Leader cum City
Operations Center Expert
10
2 Public Traffic &
Transit Expert
7
3 Deputy Team Leader
cum Programme
Management Expert
6
4 ICT Expert 6
5 Urban Transport
Planner
6
6 Procurement
Specialist
5
Sub total 40
The number of points to be assigned to each of the above
positions shall be determined considering the following sub-criteria and relevant percentage weights:
For all the above positions 1) Minimum qualifications (Fulfilling minimum education
and training criteria mentioned in the ToR): 20%
2) Minimum Experience (Fulfilling Minimum Years' of Experience Criteria as mentioned in the ToR): 30%
3) Relevant Project Experience (0.5 Marks to be awarded for each relevant project experience as specified in ToR with
maximum up to 50% of total Mark to be awarded) : 50%
Total weight: 100%
For each Technical Proposal, the total points that can be awarded for each Bidder are 100, and the minimum technical score (St)
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that a Bidder requires to qualify for evaluation of the Financial
Proposal is 70.
30
(QCBS only)
The lowest evaluated Financial Proposal (Fm) is given the
maximum financial score (Sf) of 100. The formula for determining the financial scores (Sf) of all
other Proposals is calculated as following: Sf = 100 x Fm/ F, in which “Sf” is the financial score, “Fm” is the
lowest price, and “F” the price of the Proposal under consideration.
The weights given to the Technical (T) and Financial (P) Proposals are:
T = 0.8, and P = 0.2
Proposals are ranked according to their combined technical (St) and financial (Sf) scores using the weights (T = the weight given
to the Technical Proposal; P = the weight given to the Financial Proposal; T + P = 1) as following: S = St x T% + Sfx P%.
D. Negotiations and Award
31 Expected date and address for contract negotiations:
To be intimated later.
33 (b) The publication of the contract award information following the completion of the Contract negotiations and Contract signing will be done as following:
The information will be published in www.rmc.nic.in
33 (c) Expected date for the commencement of the Services: Date: May, 2017 at: Rourkela (Odisha )
Section 2. Qualification documents and Technical Proposal – Standard Forms
QUALIFICATION DOCUMENTS
APPENDIX1: QUALIFICATION DOCUMENTS AND PROPOSAL SUBMISSION FORM [On the Letter head of the Bidder]
{Location, Date}
To:
CEO, Rourkela Smart City Limited,
C/o Rourkela Development Authority, Uditnagar, Rourkela Pin – 769012
Dist – Sundergarh, Odisha Ref: RFP for Selection of Programme Management Consultant (PgMC) for
Smart Solutions Project for Rourkela Smart City Limited.
Dear Sirs:
We, the undersigned, offer to provide the consulting services for the
Smart Solutions Project to be implemented by Rourkela Smart City Limited in Rourkela City of Odisha in accordance with your Request for Proposals dated
[Insert Date]. We are hereby submitting our Proposal, which includes the Qualification Documents and our Technical Proposal and Financial Proposal, each in a separate sealed envelope.
We hereby declare that:
(a) All the information and statements made in this Proposal are true, nothing has been omitted which renders such information
misleading and we accept that any misinterpretation or misrepresentation contained in this Proposal may lead to our disqualification by the Client.
(b) All documents accompanying our Proposal are true copies of their
respective originals. We will make available to the Client any
additional information it may find necessary or require to authenticate or evaluate the Proposal.
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(c) Our Proposal shall be valid and remain binding upon us for the
period of time specified in the Data Sheet, Clause 14.
(d) We have no conflict of interest in accordance with Clause 3. (e) We and our Affiliates are not submitting more than one or
separate Proposals. (f) We or any of our Affiliates have not been charge-sheeted by any
agency of the government or convicted by a court of law, indicted or have had adverse orders passed by a regulatory authority
which could cast a doubt on our ability to execute the Contract. (g) No investigation by a regulatory authority is pending either
against us or any of our Affiliates or against our chief executive officer or any of our directors/managers/employees.
(h) If due to any change in facts or circumstances during the bid
process, we attract the provisions of disqualification in terms of
the provisions of this RFP, we shall inform the Client of the same immediately.
(i) We meet the Eligibility Criteria and all other requirements of the RFP and are qualified to submit a Proposal, We have not directly
or indirectly through an agent engaged or indulged in any corrupt practice, fraudulent practice, coercive practice, collusive practice, undesirable practice or restrictive practice as defined in Section 5
of the ITC. We undertake to continue to abide by and ensure that our Personnel comply with the Client’s policy with regard to corrupt and fraudulent practices as per Clause 5 and Section 5.
(j) We or our Affiliates, suppliers, or service providers for any part of
the Contract, are not subject to any temporary suspension and have not been barred by any government or government instrumentality in India or in any other jurisdiction to which we
or our Affiliates belong or in which we or our Affiliates conduct business or by any multilateral funding agency, from
participating in any project or being awarded any contract or being given any funding and no such suspension or bar subsists on the Proposal Due Date.
(k) In the last [3(three)] years, we or our Affiliates have neither been
expelled from any project or contract by any government or government instrumentality nor have had any contract
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terminated by any government or government instrumentality for breach on our part.
(l) Except as stated in Clause 14 (h), if we are selected as the
Consultant, we undertake to negotiate the Contract and provide the Services on the basis of the proposed Expert Pool. We accept that the substitution of Key Experts for reasons other than those
stated in Clause 14 and Clause 31 may lead to revocation of the letter of award/termination of the Contract.
(m) Our Proposal is binding upon us and is subject to any modifications resulting from the Contract negotiations.
(n) We have carefully analysed the RFP and all related information.
We understand that except to the extent as expressly set forth in
the Contract, we shall have no claim, right or title arising out of any documents or information provided to us by the Client or in
respect of any matter arising out of or concerning or relating to the bid process including the award of the Contract.
(o) Our Financial Proposal and the remuneration of the Expert Pool and Programme Support Team has been quoted by us after taking into consideration all the terms and conditions stated in the RFP,
the Terms of Reference, the draft Contract, our own estimates of costs and after a careful assessment of all the conditions that may
affect the Services. (p) We irrevocably waive any right or remedy which we may have at
any stage at law or howsoever arising to challenge the criteria for evaluation or question any decision taken by the Client in connection with the evaluation of the Proposals, selection of the
Consultant, or in respect of the Smart Solutions Project and the terms and implementation thereof.
(q) We acknowledge the right of the Client to reject our Proposal
without assigning any reason and we hereby waive, to the fullest
extent permitted by applicable law, our right to challenge the same on any account whatsoever.
(r) We acknowledge the right of the Client to cancel the bid process
and not award the Contract, without assigning any reason and
without incurring any liability to the Bidders and we hereby waive, to the fullest extent permitted by applicable law, our right to challenge the same on any account whatsoever.
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(s) We undertake, if our Proposal is accepted and the Contract is signed, to initiate the Services no later than the date indicated in
Clause 33.3 of the Data Sheet.
We remain,
Yours sincerely,
Authorized Signature {In full and initials}:
Name and Title of Signatory: Address:
Contact information (phone and e-mail):
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APPENDIX 2: DETAILS OF THE BIDDER
(To be submitted on the letterhead of the Bidder) 1. (a) Name:
(b) Country of incorporation:
(c) Date of incorporation and/or commencement of business:
2. Brief description of the company including details of its main lines of
business and proposed role and responsibilities in this assignment
[Note: Such description shall not exceed 5 type-written pages.]:
3. Shareholding of the Bidder, if applicable
4. List of directors
5. Details of individual who will serve as the point of contact/
communication for the Client4:
(a) Name:
(b) Designation:
(c) Company:
(d) Address:
(e) Telephone Number:
(f) E-Mail Address:
(g) Fax Number:
6. Particulars of the Authorised Signatory of the Bidder:
(a) Name:
(b) Designation:
4 In the event that the authorized signatory and the point of contact are different individuals, the information for both the individuals
(i.e., the authorized signatory and the point of contact) are to be furnished. The Client will send communication to both the entities.
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(c) Address:
(d) Telephone Number:
(e) E-Mail Address:
(f) Fax Number:
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APPENDIX 3: FORMAT OF THE EMD
(To be executed on stamp paper of appropriate value)
B.G. No. [___] Dated:
1. In consideration of you, Rourkela Smart City Limited (referred to as
RSCL, which expression will, unless it is repugnant to the subject or
context thereof include, its successors and assigns) having agreed to
receive the Bid of [insert name of Bidder] with its registered office at
[Insert Address] (referred to as the Bidder which expression will unless
it be repugnant to the subject or context thereof include its/their
executors, administrators, successors and assigns), for
designing and implementing the application of certain pan-city smart
solutions, which involve the use of technology, information and data to
improve infrastructure and services within the city of Rourkela (the
Smart Solutions Project), to implement the Smart Cities Mission in
Rourkela, pursuant to the Request for Proposal dated [___] (referred to
as the RFP) and other related documents including without limitation
the draft Contract (collectively referred to as Bid Documents), we (Name
of the Bank) having our registered office at [___] and one of its branches
at [___] (referred to as the Bank), at the request of the Bidder, do hereby
in terms of the RFP, irrevocably, unconditionally and without
reservation guarantee the due and faithful fulfilment and compliance of
the terms and conditions of the Bid Documents (including the RFP) by
the said Bidder and unconditionally and irrevocably undertake to pay
forthwith to RSCL an amount of Rs. [___] (referred to as the Guarantee)
as our primary obligation without any demur, reservation, recourse,
contest or protest and without reference to the Bidder, if the Bidder will
fail to fulfil or comply with all or any of the terms and conditions
contained in the said Bid Documents.
2. Any such written demand made by RSCL stating that the Bidder is in
default of due and faithful compliance with the terms and conditions
contained in the Bid Documents will be final, conclusive and binding on
the Bank.
3. We, the Bank, do hereby unconditionally undertake to pay the amounts
due and payable under this Guarantee without any demur, reservation,
recourse, contest or protest and without any reference to the Bidder or
any other person and irrespective of whether the claim of RSCL is
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disputed by the Bidder or not, merely on the first demand from RSCL
stating that the amount claimed is due to RSCL by reason of failure of
the Bidder to fulfil and comply with the terms and conditions contained
in the Bid Documents, including but not limited to the following events:
(a) If a Bidder withdraws its Proposal during the Proposal validity
period or any extension agreed by the Bidder thereof.
(b) If a Bidder is disqualified in accordance with Clause 3;
(c) If the Bidder tries to influence the evaluation process or engages
in corrupt, fraudulent, coercive or undesirable practice or restrictive practice as set out in Section 5 of the RFP.
(d) If a Bidder is declared the first ranking Bidder and it:
(i) withdraws its Proposal during negotiations. However, failure to arrive at a consensus between the Client and the first ranked Bidder shall not be construed as withdrawal
of proposal by the first ranked Bidder;
(ii) fails to furnish the Performance Security in accordance
with Clause 24 of the RFP;
(iii) fails to sign and return, as acknowledgement, the
duplicate copy of the letter of award;
(iv) fails to fulfil any other condition precedent to the execution of the Contract, as specified in the letter of award; or
(v) (e) fails to execute the Contract.
Any such demand made on the Bank shall be conclusive as
regards amount due and payable by the Bank under this
Guarantee.
4. This Guarantee shall be irrevocable and remain in full force till the
validity of the Proposal, including any extensions thereof, and will
continue to be enforceable till all amounts under this Guarantee have
been paid.
If the Bidder is declared as the Consultant, then the validity of the EMD
of such Bidder shall be extended until the date on which the Consultant
submits the Performance Security. The EMD of the Consultant will be
returned upon the Consultant furnishing the Performance Security.
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5. We, the Bank, further agree that RSCL will be the sole judge to decide
as to whether the Bidder is in default of due and faithful fulfilment and
compliance with the terms and conditions contained in the Bid
Documents including, those events listed at clause 3 above. The
decision of RSCL that the Bidder is in default as aforesaid will be final
and binding on us, notwithstanding any differences between RSCL and
the Bidder or any dispute pending before any court, tribunal, arbitrator
or any other authority.
6. The Guarantee will not be affected by any change in the constitution or
winding up of the Bidder or the Bank or any absorption, merger or
amalgamation of the Bidder or the Bank with any other person.
7. In order to give full effect to this Guarantee, RSCL will be entitled to
treat the Bank as the principal debtor.
8. The obligations of the Bank under this Guarantee are absolute and
unconditional, irrespective of the value, genuineness, validity, regularity
or enforceability of the Bid Documents or the Bid submitted by the
Bidder.
9. The obligations of the Bank under this Guarantee shall not be affected
by any act, omission, matter or thing which, but for this provision,
would reduce, release or prejudice the Bank from or prejudice or
diminish its liability under this Guarantee, including (whether or not
known to it, or RSCL):
(a) any time or waiver granted to, or composition with, the Bidder or
any other person;
(b) any incapacity or lack of powers, authority or legal personality of
or dissolutions; or change in the Bidder, as the case may be;
(c) any variation of the Bid Documents, so that references to the Bid
Documents in this Guarantee shall include each such variation;
(d) any unenforceability, illegality or invalidity of any obligation of the
Bidder or RSCL under the Bid Documents or any
unenforceability, illegality or invalidity of the obligations of the
Bank under this Guarantee or the unenforceability, illegality or
invalidity of the obligations of any Person under any other
document or guarantee or security, to the extent that each
obligation under this Guarantee shall remain in full force as a
separate, continuing and primary obligation, and its obligations
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be construed accordingly, as if there were no unenforceability,
illegality or invalidity; and
(e) any extension, waiver, or amendment whatsoever which may
release a guarantor or surety (other than performance of any of
the obligations of the Bidder under the Bid Documents).
10. Any notice by way of request, demand or otherwise will be sufficiently
given or made if addressed to the Bank and sent by courier or by
registered mail to the Bank at the address set forth herein.
11. We undertake to make the payment on receipt of your notice of claim
on us addressed to [name of Bank along with branch address] and
delivered at our above branch which will be deemed to have been duly
authorized to receive the notice of claim.
12. It shall not be necessary for RSCL to proceed against the Bidder before
proceeding against the Bank and the Guarantee will be enforceable
against the Bank, notwithstanding any other security which RSCL may
have obtained from the Bidder or any other person and which will, at
the time when proceedings are taken against the Bank, be outstanding
or unrealized.
13. We, the Bank, further undertake not to revoke this Guarantee during
its currency except with the previous express consent of RSCL in
writing.
14. The Bank represents and warrants that it has power to issue this
Guarantee and discharge the obligations contemplated herein, and the
undersigned is duly authorized and has full power to execute this
Guarantee for and on behalf of the Bank.
15. For the avoidance of doubt, the Bank's liability under this Guarantee
will be restricted to Rs. [___]. The Bank will be liable to pay the amount
or any part of the Guarantee only if RSCL serves a written claim on the
Bank in accordance with clause 11 of this Guarantee, on or before
………………….. (indicate date corresponding to the Proposal validity
period).
16. Capitalized terms used but not defined herein shall have the meanings
given to them in the RFP.
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Signed and Delivered by…………………Bank
By the hand of Mr./Ms. …………….. its …………… and authorised official.
(Signature of the Authorised Signatory)
(Official Seal)
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APPENDIX4: FORMAT FOR POWER OF ATTORNEY FOR SIGNING OF PROPOSAL
(On Non – judicial stamp paper of Rs 1000/- or such equivalent amount and document duly attested by notary public)
Power of Attorney
Know all men by these presents, we …………………………………………… (name
of the Bidder and address of the registered office) do hereby constitute, appoint and authorize Mr. / Ms.…………………… ………… (name and residential
address) who is presently employed with us and holding the position of ………………………………………. as our true and lawful attorney (hereinafter referred to as the “attorney”), to do in our name and on our behalf, all such
acts, deeds and things necessary in connection with or incidental to submission of our Proposal for Selection of Programme Management
Consultant (PgMC) for Smart Solutions Project for Rourkela Smart City Limited(RSCL) in Rourkela City of Odisha”, including signing and submission of the Proposal and all accompanying documents, attending the pre-bid
meeting, providing information/responses to RSCL, representing us in all matters before RSCL, if selected, undertaking negotiations with RSCL prior to the execution of the Contract and generally dealing with RSCL in all matters
in connection with our Proposal.
We hereby agree to ratify and confirm and do hereby ratify and confirm all acts, deeds and things done or caused to be done by our said attorney pursuant to and in exercise of the powers conferred by this Power of Attorney
and that all acts, deeds and things done by our attorney in exercise of the powers hereby conferred shall and shall always be deemed to have been done by us.
IN WITNESS WHEREOF WE, …………………., THE ABOVE NAMED PRINCIPAL
HAVE EXECUTED THIS POWER OF ATTORNEY ON THIS ……… DAY OF
………., 20......
For ___________________________
(Signature)
(Name, Title and Address)
Accepted
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………….. (Signature)
(Name, Title and Address of the Attorney)
The mode of execution of the power of attorney should be in accordance with the procedure, if any, laid down by the applicable law and the charter documents of the executants(s) and when it is so required the same should be under common seal affixed in accordance with the required procedure.
In case the Proposal is signed by an authorized director of the Bidder, a certified copy of the appropriate resolution/ document conveying such authority may be enclosed in lieu of the power of attorney.
For a power of attorney executed and issued overseas, the document will also have to be legalised by the Indian Embassy and notarised in the jurisdiction where the power of attorney is being issued. However, the power of attorney provided by Bidders from countries that have signed the Hague Legislation Convention, 1961 are not required to be legalised by the Indian Embassy if it carries a conforming apostille certificate.
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APPENDIX 5:FINANCIAL QUALIFICATION OF THE BIDDER
S.No. Financial Year
Annual Turnover
(Rs. crore)
(from Consultancy
Services)
1 Financial Year 2013-14
2 Financial Year 2014-15
3 Financial Year 2015-16
Note: The Bidder shall attach copies of the balance sheets, financial
statements and audited annual reports for each of the Financial Years mentioned above. The financial statements shall:
(a) reflect the turnover of the Bidder; (b) be audited by a statutory auditor; (c) be complete, including all notes to the financial statements.
The Bidder shall provide a statutory auditor's certificate specifying the
annual Turnover of the Bidder in the form set out at Appendix-6.
If the annual accounts for the Financial Year 2015-16 are not audited, the Bidder shall provide the provisional annual accounts for such Financial Year. The provisional annual accounts shall be accompanied by an undertaking by the Bidder to the effect that if it is chosen as the Consultant, it shall submit to the Client within 60 days of the date of the Contract, a duly certified copy of Bidder's duly audited balance sheet, annual report and profit and loss account for the Financial Year 2015-
16 and a certificate from the statutory auditor certifying that the Consultant continues to meet the financial eligibility criteria set out in the RFP.
Date:
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APPENDIX 6: CERTIFICATE FROM THE STATUTORY AUDITOR REGARDING TURNOVER
(On the letter head of the statutory auditor)
Based on its books of accounts and other published information authenticated
by it, this is to certify that the turnover of
………………………………………………… (name of the Bidder)for the Financial
Year 2013-14, 2014-15 and 2015-16 is as follows:
S.No. Financial Year
Annual Turnover
(Rs. crore)
(from Consultancy
Services)
1 Financial Year 2013-14
2 Financial Year 2014-15
3 Financial Year 2015-16
Name of the audit firm:
Seal of the audit firm:
Signature:
Name:
Membership Number:
Designation:
Date:
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APPENDIX7: TECHNICAL QUALIFICATION
[The following table shall be filled in for the Bidder]
Name: [insert full name]
Date: [Insert day, month, year]
Bid no and Title: [Insert bid number]
Page [Insert Page Number] of [Insert total number of pages]
[Identify Eligible Assignments undertaken by the Bidder over the past 10 (ten)
years and the details set out in the table below. The Eligible Assignments should
be listed chronologically, according to their date of commencement]
Provide the project details category wise in separate table format given below:
Category – [A/B] Assignment {mention the category for which the project
details is being provided as below}
Duration
Status
(Complete/
Ongoing)
Eligible
Assignment name& brief
description of main
deliverables/out
put
Name of
Client & Country
of Eligible Assignme
nt
Populatio
n of the city
Approx.
contract value (in
INR. Equivalen
t)
{e.g., Jan.200
9– Apr.2010}
{e.g., “Development of
an Information and Communication
Technologies based project like…………..}
{e.g., Ministry
of ......, country}
{e.g.,INR 01 Cr.}
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Duration
Status
(Complete/
Ongoing)
Eligible
Assignment name& brief description of
main deliverables/out
put
Name of
Client & Country
of Eligible
Assignment
Populatio
n of the city
Approx.
contract value (in
INR.
Equivalent)
Number of data
sources integrated
with the project
Number of functional
capabilities provided
through project
Responsibility of the consultant in the
assignment (main/chief/
principal consultant)
Amount paid to the
Bidder for Eligible
Assignment
Certificate from the
client provided
Yes/No
a. Work
order b. Copy of
completion certificat
e; [Issued by Competent
Authority] or Self
certification signed by authorised
signatory of the bidder
(Name and Signature of Authorized Signatory)
For each Eligible Assignment, the Bidder should indicate the duration of the assignment, the contract amount, the amount paid to the Bidder) and the Bidder's role/involvement.
Bidders are expected to provide information in respect of each Eligible Assignment in this Appendix. Each Eligible Assignment must comply with the requirements set out in the Data Sheet.
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For each completed Eligible Assignment, work order and the completion certificate issued by the client certifying that the assignment has been completed by the Bidder should be furnished. In case completion certificate from the client is not available, self-certification by the authorized signatory of the bidder with contact details of the client can be provided.
For each ongoing Eligible Assignment, the work order and certificate issued by the client certifying the percentage of completion of the assignment by the Bidder should be furnished. In case certificate from the client is not available, a certification of 60% receipt of consulting fee from the Statutory Auditor can be provided.
The client reserves the right to ask for documentary proofs for the claims made with regard to technical eligibility and work experience
at any stage of bid process or for the selected bidder, any time thereafter.
The client reserves all rights to verify the authenticity of experience
related certificates or any other certificates submitted by the bidder, at any stage of bid process or even thereafter. In case of finding any
fraudulent practice during verification, the client shall reject the bid or terminate the contract.
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APPENDIX 8: FORMAT FOR AFFIDAVIT CERTIFYING THAT BIDDER IS NOT BLACKLISTED
(On a Stamp Paper of relevant value)
Affidavit
I M/s. ……………… , (the name of the Bidder and addresses of the registered
office) hereby certify and confirm that we or any of our promoter/s/chief executive officer/ directors/managers are not barred or blacklisted by any government or government instrumentality or public sector in India or in any
other jurisdiction to which we or our Affiliates belong or in which we or our Affiliates conduct business from participating in any project or being awarded
any contract, either individually or as member of a consortium and no such bar or blacklisting subsists as on the Proposal Due Date.
We further confirm that we are aware our Proposal for the Smart Solutions Project would be liable for rejection in case any material misrepresentation is
made or discovered with regard to the requirements of this RFP at any stage of selection and/or thereafter during the term of the Contract.
Dated this ……………………..Day of …………………., 201….
Name of the Bidder
……………………………………………. Signature of the Authorised Person
……………………………………………. Name of the Authorised Person
For an affidavit executed and issued overseas, the document will also have
to be legalised by the Indian Embassy and notarised in the jurisdiction where the affidavit is being issued. However, the affidavit provided by Bidders from countries that have signed the Hague Legislation Convention, 1961 are not required to be legalised by the Indian Embassy if it carries a conforming apostille certificate.
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Technical proposal Submission Forms
{Notes to Bidders shown in brackets { } throughout Section 2 provide guidance
to the Bidders to prepare the Technical Proposal; they should not appear on the Proposals to be submitted.}
CHECKLIST OF REQUIRED TECHNICAL PROPOSAL FORMS
All pages of the original Technical Proposal and the Financial Proposal shall be initialled by the same authorized representative of the Bidder who signs the
Proposal.
FORM DESCRIPTION
TECH-1 Comments or Suggestions on the Terms of Reference and on Staff and Facilities to be provided by the Client. A. On the Terms of Reference
B. On the Staff and Facilities
TECH-2 Description of the Approach, Methodology, and Work Plan for Performing the Services.
TECH-3 Work Schedule and Planning for Deliverables
TECH-4 Team Composition, Key Experts Inputs, and Curriculum Vitae (CVs)
TECH-5 Undertaking from the Key Expert and Programme Support Team
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FORM TECH-1
COMMENTS AND SUGGESTIONS ON THE TERMS OF REFERENCE, STAFF, AND
FACILITIES TO BE PROVIDED BY THE CLIENT
Form TECH-1: Comments and suggestions on the Terms of Reference that could improve the quality/effectiveness of the Services; and on requirements for staff and facilities, which are provided by the Client, including: administrative
support, office space, local transportation, equipment, data, etc.
A - On the Terms of Reference
{Improvements to the Terms of Reference, if any}
B - On Counterpart Staff and Facilities
{Comments on counterpart staff and facilities to be provided by the Client.
For example, administrative support, office space, local transportation, equipment, data, background reports, etc., if any}
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FORM TECH-2
DESCRIPTION OF APPROACH, METHODOLOGY, AND WORK PLAN IN RESPONDING TO
THE TERMS OF REFERENCE
Form TECH-2: A description of the approach, methodology and work plan for performing the assignment, including a detailed description of the proposed
methodology and staffing for training. {Suggested structure of your Technical Proposal (in FTP format): a) Technical Approach, Methodology and presentation b) Work Plan
c) Organization and Staffing} a) Technical Approach, Methodology and presentation.{Please explain
your understanding of the objectives of the assignment as outlined in the Terms of Reference (TOR), the technical approach, and the
methodology you would adopt for implementing the tasks to deliver the expected output(s), and the degree of detail of such output. Please do not repeat/copy the TORs here.}
b) Work Plan.{Please outline the plan for the implementation of the main
activities/tasks of the assignment, their content and duration, phasing and interrelations, milestones (including interim approvals by the
Client), and tentative delivery dates of the reports. The proposed work plan should be consistent with the technical approach and
methodology, showing your understanding of the TOR and ability to translate them into a feasible working plan. A list of the final documents (including reports) to be delivered as final output(s) should be included
here. The work plan should be consistent with the Work Schedule Form.}
c) Organization and Staffing.{Please describe the structure and
composition of your team, including the list of the Key Experts, Programme Support Team and relevant technical and administrative
support staff.}
Note: Please enclose details for category a, b and c separately
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FORM TECH-3
WORK SCHEDULE AND PLANNING FOR DELIVERABLES
N° Deliverables 1 (D-..) Months
1 2 3 4 5 6 7 8 9 ..... N TOTAL
D-1 Deliverable 1
A-1 (e.g. Activity #1)
Mobilization & establishment of Project
Office
Submission & acceptance of
Inception Report
A-2 {e.g.,Module 1 Activity #2:...............}
As- Is (Situation Analysis) Report
A-n
1 List the deliverables for each Module with the breakdown for activities (A) required to produce them and other benchmarks such as the Client’s approvals. For phased assignments, indicate the activities, delivery of reports, and benchmarks separately for each phase.
2 Duration of activities shall be indicated in a form of a bar chart. 3. Include a legend, if necessary, to help read the chart.
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FORM TECH-4
TEAM COMPOSITION, ASSIGNMENT, AND KEY EXPERTS’ INPUTS
N° Name
Expert’s input (in person/month) per each Deliverable (listed
in TECH-4)
Total time-input
(in Months)
Position
D-1 D-2 D-3 ........ D-... HO PO Total
Expert Pool
1
Team Leader cum City
Operation Center Expert
[HO] (PO)
[2 month]
[1.0] [1.0]
2 Transit and Traffic Expert
5 ICT Expert
9 Urban Transport
Planner
11 Procurement
specialist
Subtotal
Programme Support Team
1
Deputy Team Leader cum
programme management expert
[HO] [2 month]
[1.0] [1.0]
[PO] [0.5 m] [2.5] [0]
2 Support Officers – ICT
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3
Support
Officers – Transport Engineering /
Planning
Subtotal
Total
1 For Key Experts, the input should be indicated individually for the same positions as required under the Data Sheet. 2 Months are counted as 25 working day periods from the start of the assignment. One working (billable) day
shall be not less than 8 working (billable) hours. 3 “PO” means work in the PgMC Office at Rourkela (Odisha), India. “HO” means work carried out outside the
PgMC Office i.e., not physically present in Rourkela (Odisha), India.
Section 2 – Technical Proposal – Standard Forms
FORM TECH-4 (CONTINUED)
CURRICULUM VITAE (CV)
Position Title and No. {e.g., K-1, TEAM LEADER}
Name of Expert: {Insert full name}
Date of Birth: {day/month/year}
Country of Citizenship/Residence
Education: {List college/university or other specialized education, giving
names of educational institutions, dates attended, degree(s)/diploma(s) obtained}
________________________________________________________________________ ________________________________________________________________________
Employment record relevant to the assignment: {Starting with present position, list in reverse order. Please provide dates, name of employing organization, titles of positions held, types of activities performed and
location of the assignment, and contact information of previous clients and employing organization(s) who can be contacted for references. Past
employment that is not relevant to the assignment does not need to be included.}
Period Employing organization and your title/position.
Contact for references
Country Summary of activities
performed relevant to the Assignment
[e.g., May
2005-present]
[e.g., Ministry of ……, advisor/consultant to…
For references:
Tel…………/e-mail……; Mr. Hbbbbb, deputy minister]
Membership in Professional Associations and Publications:
______________________________________________________________________
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82
Language Skills (indicate only languages in which you can work): ______________
______________________________________________________________________
Adequacy for the Assignment:
Role/Position in Expert Pool/Programme Support Team:
Reference to Prior Work/Assignments that Best
Illustrates Capability to Handle the Assigned Tasks
{List all deliverables/tasks as in TECH- 3 in which the Expert will be involved)
Expert’s contact information: (e-mail…………………., phone……………)
Certification: I, the undersigned, certify that to the best of my knowledge and belief, this CV
correctly describes myself, my qualifications, and my experience, and I am available to undertake the assignment in case of an award. I understand that
any misstatement or misrepresentation described herein may lead to my disqualification or dismissal by the Client, and/or sanctions by the Bank.
{day/month/year}
Name of Expert Signature Date
{day/month/year}
Name of authorized Signature Date
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Representative of the Bidder (authorized signatory)
CVs must be signed in indelible ink by the authorized signatory of the
Bidders. In case of Unsigned CVs shall be rejected. The CVs shall also contain an undertaking from the authorized signatory of
the bidder specifying the employees of the company and the proposed key experts who are not employees, in the format set out in form TECH-5. In case the proposed Key Expert is not an employee of the Bidder as on the proposal due date, the undertaking must also contain the details about his/her availability for the duration of the Contract, in the format set out in form TECH-5
Section 2 – Technical Proposal – Standard Forms
FORM TECH-5
UNDERTAKING REGARDING AVAILABILITY OF KEY EXPERTS
To, Dated: Chief Executive Officer
Rourkela Smart City Limited
C/o Rourkela Development Corporation,
Udit Nagar, Rourkela
Odisha (INDIA)
Pin: 769012
Dear Sir,
Sub: Implementation of the Smart Solutions Project
We refer to the RFP dated [●] issued by you for the Smart Solutions Project.
We, M/s …………. [Insert name of the Bidder] confirm that key experts
named below are the employee of the company on the proposal due date:
1. ……….
2. ……….
3. ……….
Further we, M/s …………. [Insert name of the Bidder] confirm that key
experts named below:
1. ……
2. …….
3. …..
4. …….
have authorized us to use their technical experience and submit their name
as a Key Expert for this Proposal for the Smart Solutions Project.
If selected as the Consultant, we undertake that Key Experts mentioned above
would be part of the Expert Pool for implementing the Smart Solutions Project
and also undertake that these Key Experts will be available and will provide
their best services for the duration of the Contract, in accordance with the
terms of the RFP and the Contract.
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85
Name of the Bidder
……………………………………………. Signature of the Authorised Person
…………………………………………….
Name of the Authorised Person
Date:
Place:
Section 3 – Financial Proposal – Standard Forms
Section 3. Financial Proposal - Standard Forms
{Notes to Bidders shown in brackets { } provide guidance to the Bidder to
prepare the Financial Proposals; they should not appear on the Financial Proposals to be submitted.}
Financial Proposal Standard Forms shall be used for the preparation of the Financial Proposal according to the instructions provided in Section 3.
FIN-1 Financial Proposal Submission Form
FIN-2 Summary of Costs
FIN-3 Breakdown of Remuneration
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FORM FIN-1 FINANCIAL PROPOSAL SUBMISSION FORM
{Location, Date}
To:
Rourkela Smart City Limited C/O Rourkela Development Authority, Udit Nagar, Rourkela
Odisha (INDIA) Pin: 769012
Dear Sirs: We, the undersigned, offer to provide the consulting services for the
Smart Solutions Projects for Rourkela Smart City Limited in Rourkela City of Odisha in accordance with your Request for Proposal dated [Insert Date] and our Technical Proposal.
Our attached Financial Proposal is for the amount of {Indicate the Total
Cost of the Financial Proposal}{Insert amount(s) in words and figures}. The estimated amount of local indirect taxes is INR {Insert amount in words and figures} which shall be confirmed or adjusted, if needed, during negotiations.
{Please note that all amounts shall be the same as in Form FIN-2}.
Our Financial Proposal shall be binding upon us up to expiration of the validity period of the Proposal indicated in Clause 14 of the Data Sheet.
We understand you are not bound to accept any Proposal you receive.
Yours sincerely,
Authorized Signature {In full and initials}: Name and Title of Signatory:
In the capacity of: Address: E-mail: _________________________
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FORM FIN-2 SUMMARY OF COSTS
Item Cost (INR)
{Bidder must state the proposed Costs in accordance with the Data Sheet; delete columns which are not used}
Cost of the Financial Proposal
(1) Remuneration (Total of Form FIN-3)
(2) Add: Service Tax
(3) Total Cost of Financial Proposal
{Should match the amount in Form FIN-1} (Write Amount in word also)
Footnote: For Remuneration, the Bidder is required to specify the aggregate remuneration for the Expert
Pool and the Programme Support Team as stated in Form FIN-3. Payments will be made in the currency (ies) expressed above (Reference to Clause18 (d)). deleted.
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FORM FIN-3 BREAKDOWN OF REMUNERATION
No.
Name
(A)
Position (as in
TECH-4) (B)
Location
(C)
Time Input in Man-
Months
(from TECH-4)
(D)
Rate per Man
Month (in INR)
(E)
Total Remuneration
(INR)
(D*E)
Expert Pool
1 Team Leader cum City Operation Centre Expert
[HO]
[PO)
2 Public Transit ITS cum
Traffic Expert
3 ICT Expert
4 Urban transport planner
5 Procurement specialist
Programme Support Team
1 Deputy Team Leader
[HO]
[PO]
2 Support Officers - ICT 4 Nos.
3 Support Officers – Transport Planning / Engineering 2 Nos.
Total Costs
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Footnote:
The total remuneration of the Programme Support Team shall not exceed 50% of the aggregate remuneration of the Expert Pool and the Programme Support Team.
Section 4 – Eligible Countries
Section 4. Eligible Countries
In reference to Clause 6, for the information of Bidders, at the present time firms, goods and services from the following countries are excluded from this
selection: None
Section 5 – Corrupt and Fraudulent Practices
Section 5. Corrupt and Fraudulent Practices
5.1 The Bidders and their respective officers, employees, agents and
advisers shall observe the highest standard of ethics during the
selection process. Notwithstanding anything to the contrary contained
in this RFP, the Client shall reject a Proposal without being liable in any
manner whatsoever to the Bidder, if it determines that the Bidder has,
directly or indirectly or through an agent, engaged in corrupt practice,
fraudulent practice, coercive practice, undesirable practice or restrictive
practice (collectively the “Prohibited Practices”) in the selection process.
In such an event, the Client shall, without prejudice to its any other
rights or remedies, forfeit and appropriate the Performance Security, if
available, as mutually agreed genuine pre-estimated compensation and
damages payable to the Client for, inter alia, time, cost and effort of the
Client, in regard to the RFP, including consideration and evaluation of
such Bidder’s Proposal.
5.2 Without prejudice to the rights of the Client under Clause 5.1
hereinabove and the rights and remedies which the Client may have
under the LOA or the Contract, if a Bidder is found by the Client to
have directly or indirectly or through an agent, engaged or indulged in
any corrupt practice, fraudulent practice, coercive practice,
undesirable practice or restrictive practice during the selection process,
or after the issue of the LOA or the execution of the Contract, such
Bidder shall not be eligible to participate in any tender or RFP issued
by the Client during a period of 2 (two) years from the date such Bidder
is found by the Client to have directly or through an agent, engaged or
indulged in any corrupt practice, fraudulent practice, coercive practice,
undesirable practice or restrictive practice, as the case may be.
5. 3 For the purposes of this Clause 5.3, the following terms shall have the
meaning hereinafter respectively assigned to them:
(a) “corrupt practice” means (i) the offering, giving, receiving, or
soliciting, directly or indirectly, of anything of value to influence
the action of any person connected with the selection process (for
avoidance of doubt, offering of employment to or employing or
engaging in any manner whatsoever, directly or indirectly, any
official of the Client who is or has been associated in any manner,
directly or indirectly with the selection process or the LOA or has
dealt with matters concerning the Contract or arising therefrom,
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before or after the execution thereof, at any time prior to the
expiry of 1 year from the date such official resigns or retires from
or otherwise ceases to be in the service of the Client, shall be
deemed to constitute influencing the actions of a person
connected with the selection process; or (ii) save as provided
herein, engaging in any manner whatsoever, whether during the
selection process or after the issuance of the LOA or after the
execution of the Contract, as the case may be, any person in
respect of any matter relating to the Project or the LOA or the
Contract, who at any time has been or is a legal, financial or
technical consultant/adviser of the Client in relation to any
matter concerning the Contract;
(b) “fraudulent practice” means a misrepresentation or omission of
facts or disclosure of incomplete facts, in order to influence the
selection process;
(c) “coercive practice” means impairing or harming or threatening to
impair or harm, directly or indirectly, any persons or property to
influence any person’s participation or action in the selection
process;
(d) “collusive practices” is an arrangement between two or more
parties designed to achieve an improper purpose, including to
influence improperly the actions of another party5;
(e) “undesirable practice” means (i) establishing contact with any
person connected with or employed or engaged by the Client with
the objective of canvassing, lobbying or in any manner
influencing or attempting to influence the selection process; or (ii)
having a conflict of interest; and
(f) “restrictive practice” means forming a cartel or arriving at any
understanding or arrangement among Bidders with the objective
of restricting or manipulating a full and fair competition in the
selection process.
5 For the purpose of this sub-paragraph, “parties” refers to participants in the procurement or selection process
(including public officials) attempting either themselves, or through another person or entity not participating in
the procurement or selection process, to simulate competition or to establish prices at artificial, non-competitive
levels, or are privy to each other’s bid prices or other conditions.
Section 6 – Terms of Reference
Section 6. Terms of Reference
6.1. Background
6.1.1. Rourkela is part of various cities selected by the Government of India
in the Round 2 of Smart City Challenge .Rourkela have to now move
towards converting their plan proposals to projects.
6.1.2. As part of the Smart City Proposal, the city of Rourkela has set its
vision for Smart City as follows
“Building on its steel foundation, natural setting and cosmopolitan
character, Rourkela - a prominent eastern Indian city in the heart of the
tribal belt renowned for producing ace sporting talent; will be a livable,
inclusive, sustainable and self-reliant city propelling regional economic
development with best in class, future proof infrastructure.”
6.1.3. As part of its smart city proposal, Rourkela has proposed to implement
several Area Based Development Projects which includes the following:
Project Module 1: Vibrant Rourkela comprising of place making
of the market area including One Stop Rourkela Center,
Upgradation of Markets, setting up of information kiosks and
skill development and incubation/training centers.
Project Module 2: Green Rourkela comprising of connected &
healthy neighbourhood, Project Solar-Installation of at least 8.5
lakh sq. ft. of solar panels in public buildings, FOBs, parking
lots with net metering, energy efficient street lights, smart
electric meters, pollution monitoring sensors, public information
systems and Smart Power grid.
Project Module 3: Jatayat comprising of Gateway to Rourkela
(Transit Complex, 2 Multi-level Smart Parking, 4.8 lakh sq. ft. of
built up area), pedestrianisation of 112 km of roads, junction
improvements, dedicated bi-cycle tracks, designated no-vehicle
zones, FOBs, underground ducting and Smart bus terminus
Project Module 4: Surakshit Rourkela comprising of Installing
CCTV cameras, Signages’ and Emergency response system.
Project Module 5: Integrated Informal Settlement Program
comprising of rain water harvesting system in all public
buildings, Tele-Medicine Centers, Smart Classrooms and Waste
Water recycling systems.
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Project Module 6: Jaladhara comprising of installation of
SCADA at WTP and supply lines, Smart meters for bulk water
supply connections, domestic commercial connections, rain
water harvesting system and waste water recycling.
Project Module 7: Brahmani Riverfront Development
comprising of riverfront development of about 148 acres along 3
kms stretch comprising of landscaped gardens, theme park,
Tribal-Haat, Wi-Fi hotspots, and vending zones; and creation of
smart recreation zones with solar panels, LED lighting system,
and smart parking at proposed multi-utility convention hall,
indoor stadium, and multi-purpose sports complex.
Project Module 8: Paribahan comprising of GPS based public
bus tracking system, battery operated e-rickshaws with charging
stations, intelligent traffic management system, Smart parking
solutions, Public Information systems and establishment of a
City wide Command and Control center that provides a digital
platform for integrating multiple city sub-systems of traffic
management, parking, bus/para-transit operations, common
payment card, SWM fleet tracking system, emergency response
and city incident management along with seamless integration
of Rourkela Town Centre District's utility operations
requirements.
Project Module 9: Swachh Rourkela comprising of Intelligent
Solid Waste Management System and Waste to resource.
Project Module 10: City Governance comprising of intelligent
municipal services, creation of mobile apps (for all municipal
services including education and health), citizen facilitation
centres, OFC duct network, creation of Wi-Fi hotspots, GIS
mapping and digitisation of records.
For details of each of the above Project Modules, please refer Rourkela smart City Plan at http://smartcities.gov.in/Round2SCPs.aspx
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6.2. Objective of the Assignment
6.2.1. The objective of the assignment is to provide direct assistance to the
Client to design, develop, supervise and monitor the implementation of
the Smart Solutions Projects in Rourkela City of Odisha as per the
Smart City Proposal and the Smart City Mission Guidelines.
6.3. General Scope of Services
The Consultant shall support the Client in overall programme
management of the Smart Solutions Projects including designing and
assisting in implementing identified Smart Solution Projects under the
Smart City Proposal of Rourkela
Designing and developing the Smart Solutions Projects
Under this assignment, the Consultant is required to review the
Smart Solutions Projects identified by the Client and assist in their
design and development by carrying out activities such as
preparation of As-Is/situation analysis reports, To-Be and
requirement specification reports, feasibility studies including
assessing the financial implications and viability of the various
Modules and preparing detailed project reports (DPRs). The
Consultant will prepare relevant Modules to be implemented in the
city as per the approved smart city proposal for Rourkela.
Central Command and Control Centre
The Consultant will assist the Client in setting up Central
Command and Control Centre, through which the Smart Solutions
Projects are proposed to be implemented. This Centre will provide a
digital platform for integrating multiple city sub-systems of traffic
management, parking, bus/para-transit operations, smart cards,
emergency response and city incident management along with
seamless integration of City Gov module requirements.
Selection of System Integrator(SI)/Managed Service Provider
(MSP)
The Consultant will prepare the bid documents including the
Service Level Agreement (SLA) to be executed by the SI/MSP and
conduct the bid process, for selection of the SI/MSP, including
assisting the Client in bid evaluation and for appointment of the
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SI/MSP. The SI/MSP will be responsible for implementation of the
Smart Solutions Projects. The bid documents prepared by the
Consultant for selection of the SI/MSP to implement the Smart City
Projects, will follow International Competitive Bidding (ICB) method.
Project Implementation Support
The Consultant will supervise, monitor and liaise with the Client
and the SI/MSP for the implementation of the Smart Solutions
Projects, including engaging the Standardization Testing and
Quality Certification Directorate (STQC) or other audit agencies for
audits, preparation and submission of Go-Live reports and
monitoring the operations and progress of the Smart Solutions
Projects.
Post Implementation Support
The Consultant will provide handholding support in relation to the
Smart Solutions Projects, conduct trainings for the stakeholders,
undertake periodic evaluation of the Smart Solutions Projects and
assist in preparation of Standard Operating Procedures (SOPs).
The Consultant shall also assist the Client in supervision &
monitoring of the work of the agencies implementing the Smart
Solutions Projects
The Consultant will be required to perform the Services in relation
to the Modules proposed in the Smart Cities Proposal.
The Client may require the Consultant to provide additional services, beyond
the scope of Services set out in the Terms of Reference, which will be provided
by the Consultant at mutually agreed terms and conditions.
For each Module, the Consultant will be required to perform the following
activities and meet the following deliverables based on the timelines set out in
section 6.4 below.
6.4. Detailed Scope of Services for Smart Solutions Projects
A. As-Is (Situation Analysis)
i. Review existing available documents like government orders,
rules/guidelines, & infrastructure (already implemented and
being implemented) like online portals and mobile applications for
citizen services and utilities on the proposed smart solutions and
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integrate them into modules. Also review existing or proposed
infrastructure that can be utilized in this.
ii. Prepare the As-Is of pan city solution module.
iii. Identify key stakeholders from city / official / elected
representatives/ concerned NGOs, eminent citizens,
representative from premium institutes of the city/ state,
representatives of business organization in consultation with the
Commissioner/ CEO etc. for consultation.
iv. Evaluation of existing broadband infrastructure in the city
including both government and private sectors to identify existing
connectivity gaps (fiber availability, network hubs, redundancy
etc.).
v. Identify & prepare the interfaces of integration between the
modules under As-Is.
vi. Submit a simple and clear architecture of whole As-Is system for
all Modules in integrated manner.
B. Preparation and Submission of Business Re-engineering Report
(BPR) and Final function requirement specifications (FRS)
ii. Design the entire business process as per the learnings from the
As-is study.
iii. Prepare the Business process re-engineering report.
iv. List out the functional requirement specifications as per BPR
and get it approved by the Client to go for the feasibility study.
C. Feasibility Study
a. To-Be & Requirement Specifications
i. Prepare the separate To-Be of pan city solutions.
ii. Identify & prepare the interface of integration between the
Smart Solutions Projects under To-Be.
iii. Submit a simple & clear architecture of whole To-Be system for
all Modules in an integrated manner.
iv. Prepare networking and connectivity requirements
v. Identify & prepare data digitisation requirements
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vi. Prepare implementation and governance model for the
identified initiatives. Governance issues should examine
ownership of assets, data, processes and outcomes
vii. Identify the leading practices and benchmarks across each of
the domains and technology solutions
viii. Identify implementation model for each of the technology
solutions.
ix. Identify services which will be integrated and delivered through
the proposed technology solution
x. Identify & prepare training requirements
xi. Study various technologies and suggest the most viable techno-
economic solution.
xii. Prioritize the activities of the projects/components and prepare
a tentative implementation plan.
xiii. Identify risks and suggest mitigations plans.
b. Financial Implications and Viability
i. Identify financial implications involved in the project based on
the techno-economic estimated cost.
ii. Identify the possibility and feasibility of private/public
participation in the implementation of the Smart Solutions
Projects.
iii. The financial viability of the Smart Solutions Projects based on
different financial models and recommend suitable model for
each Module indicating the rationale.
iv. Assist the Client in consultation for each Smart Solutions
Project or group of Smart Solutions Projects as applicable, with
stakeholders to discuss the project wise scope identified and
future use of the suggested solution architecture.
D. Detailed Project Report (DPR)
a. Prepare a DPR including but not limited to the following:
i. Module components/phases.
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ii. Identify systems / solution platform along-with detailed system
architecture. Define integration requirements and data
standards to be used.
iii. Analyze the future projections and demand assessment.
iv. Prepare conceptual plan for implementation & integration of
different components into the system.
v. Prepare detailed plan with system requirements and
configurations
vi. Prepare detailed design of the various solution components
vii. Solution architecture, technical requirements, application
architecture, technology & deployment architecture, network &
server architecture, security architecture, integration with
other initiatives, SLAs &monitoring tool.
viii. Standardization requirements
ix. Detailed bill of material for the complete integrated system
x. Package the project components enumerate KPIs for each of the
project components
xi. Prepare exit management plan
E. Bid Process Management for selection of System Integrator (SI)
/Managed Service Provider (MSP)
The bid process management shall include;
i. Prepare the EoI/RFQ/RFP Documents
ii. Coordinate/conduct and manage the bid process
iii. Conduct/assist in evaluation of technical and/or financial bids
iv. The Client may get the bid document certified/accredited by
independent agency such as the Department of Electronics
and Information Technology (DeitY), Ministry of
Communications and Information Technology (GoI) / Capacity
Building for Urban Development (CBUD), (MoUD) or any other
method /institution as per the decision of the Client and the
Consultant will amend the bid documents in line with the
comments received from the independent agency.
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While conducting the bid process for selection of the SI/MSP, if it is
determined that the rate quoted by a bidder is more than 30% of the
rate determined by the Consultant in the DPR for the relevant Module,
the Client will have a right to reject the bid.
F. Project Implementation Support
Once the SI/MSP is on-board, the Consultant will be required to actively
engage in supervision and management of the implementation of the
technology initiatives for the Smart Solutions Projects. The Consultants
will also be responsible, for capacity building and change management
of various project stakeholders. The change management refers to
migration to the new system from time to time.
The Consultant will regularly coordinate, monitor, escalate and report
the activities of the SI/MSP to ensure successful and effective
implementation of the Smart Solutions Projects. The project
implementation support shall include
a. Project Management Activities
i. Develop the project plan
ii. Coordinate workshops and discussion meetings between the
Client, state IT department, state line departments,
RMC/RDA, stakeholders, SI/MSP, H&UD (GoO), MoUD (GoI)
etc.
iii. Co-ordinate submissions of DPRs by SI/MSP approvals of
SI/MSP and approval of DPRs.
iv. Review the deliverables submitted by SI/MSP within a period
of 2 week (or as agreed with the Client) from the receipt of
that deliverable.
v. Highlight deviations/issues in the deliverables of SI/MSP to
relevant authority within the specified time limits and assist
SI/MSP and the Client in resolution of issues.
vi. Prepare capacity building plan and change management plan
(Migration to new process and system)
vii. Identify the legal changes required and assist in drafting and
issuance of government orders for giving effect to the
Business Process Re-engineering
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viii. Ensure that the technology standards, guidelines &
frameworks are adhered to during implementation.
ix. Review the FAT (Functional Acceptance Testing), load testing,
performance scalability testing
x. Suggest and co-ordinate capacity building needs and
training programs.
xi. Monitor and maintain issue tracker and keep on updating
the status of all risks and issues from time to time.
xii. Define the escalation mechanism for timely resolution of
issues & risks.
xiii. Co-ordinate for STQC or any other certification as suggested
by the Client.
xiv. Monitor performance under SLAs and suggest changes in
SLAs, if required
xv. Monitoring the performance of the SI/MSP against the base
project plan which the Consultant should prepare.
xvi. Monitoring the performance of the overall system in terms of
availability & efficiency against the service levels already
defined for SI/MSP
xvii. Suggest corrective and preventive measures to the Client and
SI/MSP to enhance the performance of the system
xviii. Coordinate with all the stakeholders and support the Client
while interacting with various agencies (internal and
external) during the course of the project.
xix. Build mechanisms to ensure coordination and consultation
between all key stakeholders and members of the Client on a
continued basis to facilitate the execution of the project.
b. Monitoring the deployment and commissioning of necessary
hardware
i. Monitoring installation and commissioning of information
and communication technology (ICT) infrastructure
ii. Monitor the facility management services and help desk of
the SI/MSP, to ensure system uptime
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iii. Provide fortnightly reports to the Client for the status of
implementation till “go-live”.
c. Engaging STQC for Audit/ other audit agency
i. The Consultant will be responsible to engage STQC/ other
audit agency to conduct the assessment/review of the system
before rolling it out. The Consultant shall review and inspect
all the procedures and systems relating to the pan-city
solutions.
ii. The Consultant would be responsible for ensuring that the
following activities and processes are undertaken in a
manner which results in successful STQC certification.
Specifically the STQC/ other audit agency shall look into:
c1. Application audit:
i. Functionality audit vis-a-vis the functional requirement
specification (FRS) agreed upon during development phase
ii. Determine systematic measures implemented to control and
secure access to the application programs and data including
password controls, user authentications, roles and
responsibilities, audit trails and reporting, configuration and
interface controls, etc.
iii. Review of database structure which will include:
Classification of data in terms of sensitivity & levels of
access
Security measures over database installation, password
policies and user roles and privileges
Access control on database objects – tables, views,
triggers, synonyms, etc.
Database restoration and recoverability
Audit trails configuration and monitoring process
Network connections to database
c2. Review of Network and Website will include:
i. Penetration and vulnerability testing
ii. Security exposures to internal and external stakeholders
iii. Installation of requisite prevention systems like Intrusion
Prevention Systems (IPS), etc.
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c3. Review and Implementation of Security Policies and Controls
will include:
i. Review of backup process, disaster management/ recovery
including schedule, storage, archival and decommissioning
of media
ii. Physical access controls review (over DC and other critical
area)
iii. Incident management process – covering identification,
response, escalation mechanisms
iv. Anti-virus (malware) controls – patching, virus definition file
update
v. General computer controls review
vi. Audit of IT Infrastructure will include monitoring the
deployment of IT infrastructure at various locations
including data centre and disaster recovery centre as per the
Bill of Materials specified for the SI/MSP.
vii. Performance / SLA Audit - whether the actual level of
performance of the services is the same as specified in the
contract of SI/MSP.
viii. Identify the key issues / bottlenecks in the system and
suggest mitigation plans.
ix. Overall compliance to Master Service Agreement and Service
Level Agreement - The compliance of the implementation
partner with any other obligation under the MSA and SLA.
c4. UAT and Go-Live Report
i. Assist & support to assess and certify the solution and
associated infrastructure & services.
ii. Planning, preparing & execution of the user acceptance test,
tracing the functional requirements before the Go Live
iii. Preparation and submission of Go-Live Report, which shall
include the following:
Hardware at various locations and data centre
Networking equipments and connectivity
Data digitisation and migration
Training to the departmental personnel
Handholding support
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Integration with applications of other departments /
agencies etc.
Any corrective or preventive actions required from any
of the stakeholders
Highlight the changes required in the applications and
ensure that the suggested changes are incorporated in
the system by the SI/MSP
c4. Monitoring the O&M
i. Preparation of the monitoring templates for project progress
monitoring.
ii. Support the Client for monitoring compliance of the contractual
obligations of the SI/MSP.
iii. Monitor the operations and maintenance of the overall system
as per the standards and requirements defined for SI/MSP
including but not limited to resolution of issues, availability of
the system, updating hardware or system software etc.
iv. Ensure that the SLAs and performance levels defined for
SI/MSP are met as per agreement. The Consultant shall review
the SLA performance, capacity and effectiveness of the
helpdesk set up by the SI/MSP.
G. Post Implementation phase
Once the system(s) are implemented and after Go-live of the Smart
Solutions Projects, the Consultant is expected to provide
handholding support to the Client in terms of organizing the data
gathered and analytics, supporting communications with the Client,
in terms of compliance with the Smart City Proposal (SCP),
monitoring KPIs and outcomes identified in the SCP, undertake
periodic evaluation of Smart Solutions Project outcomes, preparing
SOPs and training the stakeholders on it, suggest if the systems
require any modifications and system enhancements, prepare a road
map for moving to the next level / maturity etc.
Any changes or improvements to the smart solutions already
implemented in previous phase will have to be coordinated by the
Consultant with the SI/MSP.
Rourkela expects the smart city initiatives to bring about a lasting
change in the city administration framework as well as quality of life
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of the citizens. Therefore, post the Go-Live of the Smart Solutions
Projects under the Smart City Proposal, the Consultant will be
responsible for the following activities:
i. Regular analysis and improvement of implemented initiatives
The Consultant will assist in the operations and sustainability
of all the IT initiatives implemented under the Smart Cities
Projects by the SI/MSP. This will include a regular study and
analysis of the operations of these initiatives, study of SLA
reports to confirm that SI/MSP adheres to the SLAs,
assistance in contract administration of SI/MSPs,
identification of improvement opportunities, etc. for each
individual solution, the Consultant will be required to conduct
regular demand forecasting and analysis, to ensure that the
software / hardware / manpower sizing of each smart solution
is adequate to seamlessly meet the future requirements.
ii. Impact assessment and evaluation of the initiatives
The Consultant will create framework for evaluation of success
parameters of the initiatives implemented under the Smart
Solutions Project. These should include all the applicable
regulatory / compliance guidelines, leading practices,
international smart city standards (e.g. ISO 37120), KPIs set
out by Rourkela SCP, etc. As a part of its proposal, the
Consultant should provide a snapshot of such a framework to
demonstrate their understanding of the objectives of the Smart
Solutions Project.
Consultant will be required to periodically conduct assessment
of all initiatives and update their status against the
assessment scorecard. Corrective actions should be
recommended and tracked on a regular basis.
iii. Data Analytics of various solutions
Consultant will be required to utilize the analytics solutions
deployed to provide insights and decision-support to the Client
and related agencies. The Consultant shall establish initial
methods and analysis methodologies, and later seek to
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institutionalize them as part of the functioning of the Client /
concerned city agencies.
The software applications for domain-specific challenges shall
be implemented as part of the overall solution by the SI/MSP.
The Consultant will initiate utilization of trend and predictive
analysis capabilities in these solutions channelize insights into
decision support and mainstream them. Analytics specific to
traffic and transportation, to improve overall effectiveness of
traffic management, parking, public transit operations, waste
management, fare box collections and multi-modal integration
shall constitute an important element of analytical exercises to
be undertaken.
Consultant is expected to enable the Client and key civic
agencies in Rourkela transform in the post-implementation
phase to an analytics driven decision support organizations.
iv. Smart city initiatives dashboard creation
The consultant will be required to facilitate implementation by
the SI/MSP of a city level dashboard, which will summarize
actionable insights from the multiple solutions in a single
window, appropriate to different levels of city officials.
v. Institutionalization of ICT solutions into the city
administration policies and frameworks
One of the key requirements of this project includes
institutionalization of the technology initiatives, so that the
policies, processes and procedures of city administration in
Rourkela are revamped. Consultant shall continually
undertake effective change management initiatives to
mainstream the use of technology initiatives implemented
under the Smart Solutions Project.
6.4.1. The Consultant shall provide support to the Client for the successful
completion of the Smart Solutions Project and its handing over to
Client/ any other agency as decided by the Client.
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6.4.2. The Consultant shall be responsible for reviewing the work of System
Integrator (SI)/Managed Service Provider (MSP) and approve
payments to be made to the SI/MSP by the Client.
6.4.3. Progress report
The Consultant shall submit monthly & quarterly status & progress
reports throughout the duration of the Contract in the format acceptable to the Client.
6.4.4. The Consultant shall submit the DPRs and feasibility reports in 3
hard bound copies and 1 soft editable and pdf format or as per the
requirement of the Client.
6.5. Team Composition & Qualification Requirements
6.5.1. The Personnel required for the Services are categorized as Programme
Support Team and Expert Pool .The Programme Support Team shall
provide man months’ time at the project office (PO) at Rourkela. The
Expert pool team shall be required to be present at the PO on the basis
of the needs of the assignment. An indicative list of man-months for
the Expert Pool, including time to be spent in the PO, is set out in
paragraph 6.5.3 below.
6.5.2. Based on the scope of work, the Consultant shall assess the actual
requirement of the Personnel for performing the Services for different
Modules under the Smart Solutions Projects during the course of the
assignment. The Consultant may deploy additional staff as per
requirement of the assignment for which there will be no extra financial
implications for the Client and the cost of such additional staff is
deemed to be included in the total Remuneration quoted by the
Consultant in its Financial Proposal. Further, the Consultant may
engage Additional Resources from the Resource Pool with the prior
approval of the Client which Additional Resources will be specialized
professionals to be appointed for specific scope of the Services. The
remuneration of the Resource Pool is capped at the amount set out in
Form FIN-2.
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6.5.3. The CVs of the team shall be evaluated as indicated below:
Position Man
Months
Minimum
Qualification
Minimum Experience
Programme Support Team
(To be deployed full Time at the Project office6, CVs to be provided for all the Team members)
1. Support-Deputy
Team Leader cum programme
management expert
(To be Employee of the
Company)7
48 Bachelors in
Engineering with Post Graduation / Master in Finance
Management; or
Chartered
Accountant
Should have minimum
7 years’ experience in consulting /development advisory
of projects with experience in project / programme
management
2. S Support
Officers8 – 4 Nos.
48 Bachelor in
Computer, E&E, E&C Engineering, Information
Technology / Masters in Computer
Application
Experience up to 3
years
3. Support
Officers9 – Transport Planning /
Transport Engineering – 2 Nos.
48 Masters in
Engineering / Planning with specialisation in
Transportation / Traffic.
Experience up to 3
years
Expert Pool (CVs to be provided for all the experts and shall be evaluated during technical evaluation)
6Project Office (PO) means the office of the Consultant located at Rourkela Town/city 7 If not an employee of the company/firm at the bidding stage, S/he should be the employee of the company/firm
before signing of the contract 8 To be deployed as per the requirement and jointly agreed upon by client and consultant 9 To be deployed as per the requirement and jointly agreed upon by client and consultant
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110 | P a g e
1. Team Leader
cum City Operation Center Expert
(To be the Employee of the
Company)10
02
(PO) 03
(HO11)
Bachelor’s/Master’
s Degree in Information Technology/
Computer science/ Electronics/Master Degree in
Management or equivalent
Should have minimum
15 years’ experience in consulting
/implementation of ICT projects
Should have
Consulting/ Implementation
experience of implementing at-least two city operation centre
and other components of smart cities
Should have international experience
in leading at-least 1(one) city operation center projects as defined
under Category A assignment which is
fully operational
10 If not an employee of the company/firm at the bidding stage, S/he should be the employee of the company/firm
before signing of the contract 11HO means Home Office (other than the Project Office at Rourkela)
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2. Traffic cum
Transit Expert (To be the
Employee of the Company)12
04
(PO) 03
(HO)
Bachelors’/Masters
’ Degree in Planning/Engineering or equivalent
Should have minimum 7
years’ experience in consulting
/implementation of Technology based projects
Should have experience in leading at least one
CAD/AVL and Real Time Information Systems projects for public
transit.
Should have experience
in designing developing and implementation of
traffic control system, signal system planning and phasing
3. ICT-cum-Safe City Expert
04 (PO)
03 (HO)
Masters in Computer
Application/ B-Tech in Computer
Science/ IT/ Electricals/ Electronics or
equivalent
07 years in implementing
ICT projects in Urban area.
Should have at least one
projects of consulting/ implementing of city wide
ICT wireless and wired networks.
Should have experience of working in project for ICT
and Camera based City Surveillance
4. Urban
Transport Planner
04
(PO) 03
(HO
Master’s Degree in
Transportation Planning/
Transportation Engineering/ Highway
Engineering/ Highway Planning/
Bachelors’ degree in Civil Engineering or equivalent
07 years of experience in
the area of Urban
Transport Planning
Experience in city
Mobility Plan preparation,
Transit Oriented
Development (TOD)
12 If not an employee of the company/firm at the bidding stage, S/he should be the employee of the
company/firm before signing of the contract
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5. 1
1
Procurement
specialist
02
(PO) 03 (HO)
Degree in
Engineering/ Management/ law / Business
Administration or Equivalent
07 years experience in the
area of public procurement Experience in contract procurement
/management in ICT projects. Knowledge of state
purchase Manual
Resource Pool - Traffic Management and parking expert/ Legal expert/ GIS
expert/ Urban Finance Specialist/solution architect/ Networking & IT Infrastructure Specialist/ Video Analyst/ Disaster Management Expert or any
other expert as intimated by the Client to deploy on the Project (CVs shall not be provided along with the Proposal but will be approved by the Client along with man months and financial implications before
deployment for any specific scope of work/services).
Note:
1. The Consultant may deploy additional staff as per requirement. But no
additional payment shall be made. It is assumed that the Consultant
has taken into consideration any such payment in the Financial
Proposal.
6.6. Reporting Requirements and Time Schedule and Deliverables
The activity wise reporting requirements and deliverables for smart solutions shall be as follows:
6.6.1. Activity 1: Mobilization and establishment of Project office, and submission and acceptance of Inception Report by the Client
The Consultant shall mobilize the Personnel, set up the project office, and
submission of the Inception Report to the Client.
6.6.2. Activity 2: AS-Is (Situation analysis) report
Prepare and submit As-Is report module wise in the format acceptable to the
Client.
6.6.3. Activity 3: Preparation and Submission of Business Process Re-engineering Report (BPR) and Final function requirement specifications (FRS) and its acceptance& approval by the Client
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6.6.4. Activity 4: Feasibility Report
Prepare and submit Feasibility Study report module wise in the format
acceptable to the Client.
6.6.5. Activity 5: Preliminary/Detailed Project Report(PDR/DPR)
Once the Feasibility Report is approved, prepare detailed
project reports as per the scope of services and submit to the
Client for appraisal and approval.
The documents prepared for the Project must conform to the
requirements of the guidelines and procedures of the
government.
6.6.6. Activity 6: Bid Process Management
After Approval of the DPR and based on discussions, the
Consultant shall prepare bid documents for selection of the
SI/MSP.
6.6.7. Activity 7: Project Implementation support
The Consultant shall provide the project implementation support
as per the scope of works and any other instructions issued by
the Client. The project implementation support means monitoring
of the implementation by SI/MSP as per Master Service
Agreement.
6.6.8. Activity 8: Post Implementation Support
The Consultant shall provide post implementation support as per
the scope of work and the instructions (verbal or written) given by
the Client. The post implementation support means monitoring of
operation and maintenance of the Smart Solutions Project by the
System Integrator(SI) /Managed Service Provider (MSP) as per
Service Level Agreement.
6.6.9. Activity 9: Transfer of Services
At the end of the post implementation support period and
completion of all contractual obligations, the Consultant has to
hand over the supervision and oversight of the Smart Solutions
Project to the Client or any agency appointed by the Client. The
Consultant shall provide all handholding support during the
Section 6 – Terms of Reference
114 | P a g e
transition phase. The contractual provisions will be deemed
complete only after the satisfactory completion certificate issued
by the Client.
6.6.10. Time Schedule and activity wise Deliverable
(i) The Activity wise time schedule shall be as follows
S
No.
Activity wise Deliverable Time period
(T0 date of signing of
Contract) and
T1 is the date of
appointment of
implementing
agency
1 Activity 1: Mobilization and establishment of
the project office, submission and acceptance of
Inception Report by the Client
T0+ 20 days
2 Activity 2: Preparation and Submission of As-Is
(Situation Analysis) Report for Modules and its acceptance& approval by the Client
T0+ 60 days
3 Activity 3: Preparation and Submission of Business Re-engineering Report (BPR) and Final
function requirement specifications (FRS) and its acceptance& approval by the Client
T0+ 120 days
4 Activity 4: Preparation and submission of Feasibility study report and its acceptance&
approval by the Client
T0+ 150 days
5 Activity 5: Preparation and submission of DPR
and its acceptance& approval by the Client
T0+ 180 days
6 Activity 6: Preparation and submission of Bid documents and its acceptance& approval by the
Client
T0+ 210 days
Note:
The time period may be extended for
another up to 6 months as per the
requirement of the module(s) by the
Client for completion of the assignment
Section 6 – Terms of Reference
115 | P a g e
up to the activity of Bid process
management.
7 Activity 7 Project Implementation Support
a) Submission & acceptance of User
Acceptance Test (UAT) Reports b) Submission of Standardization Testing
and Quality Certification (STQC)
Certificate(s) c) Submission & acceptance of “Go-Live”
Report
From the date of
selection of the
implementation
Agency T1to
acceptance of the Go-
Live Report
8 Activity 8: Post Implementation Support From acceptance of
the Go-Live Report to
T0+4 year
9 Activity 9: Transfer of Services
At the end of the post implementation support
period and completion of all contractual
obligations, the Consultant has to hand over the
supervision and oversight of the Smart Solutions
Project to the Client or any agency appointed by
the Client. The Consultant shall provide all
handholding support during the transition phase.
The contractual provisions will be deemed
complete only after the satisfactory completion
certificate issued by the Client.
T0+4 year
Note: There will a set of fast track modules, which will be decided by mutual
discussion and agreement of the client and the consultant. The consultant will be
required to prepare, submit and get approval of the bid documents for these set of
fast track modules within a period of 3 months from the date of signing of the
contract.
(ii) In addition to above, the Consultant will submit monthly progress
reports at the end of each month during the course of assignment
mentioning status/ progress of work, activities performed, and issues resolved/to be resolved related to assignments during the month.
Section 6 – Terms of Reference
116 | P a g e
6.7. Client’s Input and Counterpart Services and Facilities
(a) Services, facilities and property to be made available to the
Consultant by the Client: Adequate office space shall be provided to the Consultant by the Client with installation of fans/air conditions. The electricity charges shall be paid by the Client.
(b) Professional and support counterpart personnel to be assigned by the Client to the Consultant’s team: As per requirement and at the
request of the Consultant
(c) The Consulting firm will be responsible to:
Arrange for fully equipped office and office operation related
facilities for project development team.
Arrange for data collection, survey and investigation,
preliminary design, report preparation of reports for projects
modules
Arrange for communication related to contract, data
processing, computers, printing equipment and necessary
stationeries.
Arrange for all transportation and travelling required for
meetings, assignment delivery, workshops etc. including
local travel required for the assignments to perform the
consultancy services/job.
The equipment/ furniture purchased from the funds
provided by the Client shall be the property of the Client and
on completion of the project the Consultant shall return all
those equipment/furniture in workable condition.
Edited by C. Fletcher (Aug 10, 2011) – For submission to HOPs (July 28, 2011)
SECTION - 7
R E V I S E D
S T A N D A R D F O R M O F C O N T R A C T
Project Name: Implementation of Smart Solution Projects under Smart City Project in
Rourkela City
Name of Assignment:
Selection of Programme Management Consultant (PgMC) for Smart Solutions Projects
for Rourkela Smart City Limited
3 | P a g e
Contents
I. Form of Contract ........................................................................................................... 5
II. General Conditions of Contract .................................................................................... 9
A. GENERAL PROVISIONS .......................................................................................................... 9
B. COMMENCEMENT, COMPLETION, MODIFICATION AND TERMINATION OF CONTRACT ......... 15
C. RIGHTS AND OBLIGATIONS OF THE CONSULTANT .............................................................. 30
D. PERSONNEL ........................................................................................................................ 37
E. RIGHTS AND OBLIGATIONS OF THE CLIENT ........................................................................ 40
F. PAYMENTS TO THE CONSULTANT ........................................................................................ 44
G. FAIRNESS AND GOOD FAITH ............................................................................................... 48
H. MISCELLANEOUS .......................................................................................................... 48
Attachment 1: Corrupt and Fraudulent Practices .................................................................... 53
III. Special Conditions of Contract ................................................................................... 55
IV. Appendices .................................................................................................................. 67
Appendix A – Terms of Reference ................................................................................... 67
Appendix B - Key Experts ................................................................................................ 67
Appendix C – Remuneration Cost Estimates .................................................................... 67
Appendix D – Deleted ....................................................................................................... 71
Appendix E - Form of Performance Security .................................................................. 72
Appendix F – Services Schedule....................................................................................... 74
Appendix G – Smart City Proposals ................................................................................. 75
4 | P a g e
CONTRACT FOR CONSULTANT’S SERVICES
Time-Based linked with performance
Project Name:
Implementation of Smart Solution Projects under
Smart City Project in Rourkela City
Contract No. _____________
between
Rourkela Smart City Limited
and
___________________________________
Dated: __________________
I. Form of Contract
5 | P a g e
I. Form of Contract
TIME-BASED PERFORMANCE LINKED
This CONTRACT (hereinafter called the “Contract”) is made the 12th day of the month of
September, 2016, between, on the one hand, Rourkela Smart City Limited (hereinafter called
the “Client”) and ______________________, a company duly incorporated under the
provisions of Companies Act, 1956, with its registered office at _______________________
___________________, on the other hand, (hereinafter called the “Consultant”).
WHEREAS
(a) The city of Rourkela has been selected to be developed into a smart city under the
Smart Cities Mission launched by the Ministry of Urban Development, GoI. The
Client is the special purpose vehicle incorporated to implement the Smart Cities
Mission in Rourkela in accordance with the Smart City Proposals. The Smart City
Proposals include the application of certain pan-city smart solutions, which involve
the use of technology, information and data to improve infrastructure and services
within the city of Rourkela (the “Smart Solutions Project”).
I. Form of Contract
6 | P a g e
(b) The Client has, by way of its request for proposal for Selection of Programme
Management Consultant for Smart Solutions Projects for Rourkela Smart City issued
on __________________ (hereinafter called the “RFP”), invited proposals for
providing certain consultancy services for the Smart Solutions Projects as defined in
this Contract (hereinafter called the “Services”).
(c) The Consultant submitted its proposal dated _________________ in response to the
RFP for award of the Contract (the “Proposal”), whereby the Consultant represented
to the Client that it has the required professional skills, expertise and technical
resources and is willing to provide the Services on the terms and conditions set forth
in this Contract.
(d) The Client has, by way of a letter of award dated __________________ (the “LOA”),
accepted the offer of the Consultant to provide the Services on the terms and
conditions set forth in this Contract.
NOW THEREFORE, the Parties hereto hereby agree as follows:
1. The following documents shall constitute the Contract:
(i) The Special Conditions of Contract;
(ii) The General Conditions of Contract (including Attachment 1 “Corrupt and
Fraudulent Practices);
(iii) Appendices:
Appendix A: Terms of Reference
Appendix B: Key Experts
Appendix C: Remuneration Cost Estimates
Appendix D: deleted
Appendix E: Form of Performance Security
Appendix F: Services Schedule
Appendix G: Smart City Proposals
(iv) RFP;
(v) LOA; and
(vi) the Proposal.
All of the foregoing documents are referred to herein as the Contract. In the event of
a conflict, ambiguity or discrepancy between:
(a) the contents of the Contract, the document specified earlier in the list set out above
shall prevail over the latter documents;
(b) between two or more Clauses of the Contract, the provisions of a specific Clause
relevant to the issue under consideration shall prevail over those in other Clauses;
(c) between any two appendices, the appendix relevant to the issue shall prevail; and
I. Form of Contract
(d) between any value written in numerals and that in words, the latter shall prevail.
2. The mutual rights and obligations of the Client and the Consultant shall be as set forth
in the Contract. In particular,
(a) the Consultant shall carry out the Services in accordance with the provisions of
the Contract; and
(b) the Client shall make payments to the Consultant in accordance with the
provisions of the Contract.
IN WITNESS WHEREOF, the Parties hereto have caused this Contract to be signed in their
respective names as of the day and year first above written.
For and on behalf of Rourkela Smart City Limited
Chief Executive Officer
For and on behalf of _________________________________
[Authorised Signatory]
II. General Conditions of Contract
9 | P a g e
II. General Conditions of Contract
A. GENERAL PROVISIONS
1. Definitions Unless the context otherwise requires, the following terms whenever
used in this Contract have the following meanings:
(a) “Activity” means an activity or action specified in the Terms of
Reference, which is to be performed by the Consultant as a part of
the scope of Services.
(b) “Additional Resource” means any professional and support staff,
in addition to the Key Experts and the Programme Support Staff,
who may be engaged by the Consultant to provide the Services.
(c) “Applicable Law” means all laws in force and effect in India, as on
the date of the Contract, or which may be promulgated or brought
into force and effect after the date of the Contract, including all
regulations, rules and notifications made thereunder and all
judgments, decrees, injunctions, writs, orders, directives and
notifications issued by any court or Authority, as may be in force and
effect during the subsistence of the Contract and applicable to either
Party, their obligations or this Contract, from time to time.
(d) “Affiliates” means, in relation to the Consultant, a Person who
Controls or is Controlled by such Consultant, or a Person who is
under the common Control of the same Person who Controls such
Consultant.
(e) “Authority” means the GoI, GoO or any local authority or any
department, instrumentality or agency thereof or any statutory
body or corporation (to the extent acting in a legislative, judicial
or administrative capacity and not as a contracting party with the
Client or the Consultant) or commission under the direct or
indirect control of the central, state or local government or any
political sub-division thereof or any court, tribunal or judicial body
within India.
(f) “Breakage Costs” means the amount payable by the Client to the
Consultant that is attributable to the losses, costs, claims and
expenses that have been or will reasonably and properly be
incurred by the Consultant in respect of: (i) any contracts placed
that cannot be terminated, without such losses, costs, claims and
expenses being incurred; and (ii) any expenditure incurred in
anticipation of the performance of the Services, provided however
that the Consultant has used its reasonable endeavors to mitigate
the losses, costs, claims and expenses incurred, as a result of the
termination of the Contract due to a Client default (as set out in
II. General Conditions of Contract
10 | P a g e
Clause 18.1.5), to the extent that such losses, costs, claims and
expenses are or may be incurred in connection with the
performance of the Services.
For the avoidance of doubt, the Breakage Costs shall mean any
losses, costs, claims and expenses incurred or to be incurred in
respect of: (i) any contracts placed that cannot be terminated,
without such losses, costs, claims and expenses being incurred;
and (ii) any expenditure incurred in anticipation of the
performance of the Services, provided however that the
Consultant has used its reasonable endeavors to mitigate the
losses, costs, claims and expenses incurred.
(g) “CEO” means the Chief Executive Officer of the Client.
(h) “Clause” means a clause of the GCC, as may be supplemented by
the SCC.
(i) “Client” shall have the meaning ascribed to it in the preamble of
the Contract.
(j) “Client Event of Default” has the meaning ascribed to it in Clause
18.1.5.
(k) “Client Indemnified Party” has the meaning ascribed to it in
Clause 19.1.
(l) “Communication” has the meaning ascribed to it in Clause 6.1.
(m) “Completion Certificate” means the certificate issued or deemed
to be issued by the Client to the Consultant to certify satisfactory
completion of the Services and handover of the monitoring,
supervision and control over the implementation of the Smart
Solutions Project to the Client or any other agency nominated by
it, in accordance with Clause 41.7.
(n) “Conflict of Interest” shall have the meaning ascribed to it in
Clause 21 read with clause 3 of section 1 of the RFP.
(o) “Consultant” shall have the meaning ascribed to it in the preamble
of the Contract.
(p) “Consultant Event of Default” has the meaning ascribed to it in
Clause 18.1.1.
(q) “Consultant Indemnified Party” has the meaning ascribed to it in
Clause 19.2.
(r) “Contract” shall have the meaning ascribed to it in clause 1 of the
Form of Contract.
(s) “Control” in relation to a Person, means: (i) the ownership, directly
or indirectly, of more than 50% of the voting shares of such
Person; or (ii) the power, directly or indirectly, to direct or
influence the management and policies of such Person by
II. General Conditions of Contract
operation of law, contract or otherwise. The term “Controls” and
“Controlled” shall be construed accordingly.
(t) “Day” means a working day unless indicated otherwise.
(u) “Delay Event” has the meaning given to it in Clause 29.3.
(v) “Deliverable” means a work product (including reports, software,
know-how, design, drawings, diagrams, maps, models,
specifications, analysis, solutions, data base, programmes,
technical information, data and other documents) to be prepared
and submitted by the Consultant as a part of the Services, in
accordance with the terms of this Contract and the term
“Deliverables” shall be construed accordingly. The list of
Deliverables to be provided by the Consultant is set out in the
Terms of Reference.
(w) “Deliverable Acceptance Certificate” means a certificate issued by
the Consultant to the Client upon the Client’s approval of the
relevant Deliverable, which may be endorsed by the Client in
accordance with Clause 41.4.
(x) “Deliverable Due Date” means, with respect to a particular
Deliverable, the date by which such Deliverable (in a final and
approved form) is required to be submitted by the Consultant to
the Client for all the Modules, as specified in the Services
Schedule.
(y) “Effective Date” means the date on which this Contract comes into
force and effect pursuant to Clause 10.
(z) “Expert Pool” means the team of Key Experts engaged by the
Consultant, to perform the Services, which at a minimum must
include such number of Key Experts, as specified in Appendix B
and Form TECH-4 of the RFP. It is clarified that the Expert Pool
will not include any Programme Support Staff.
(aa) “Force Majeure” shall have the meaning ascribed to it in Clause
16.
(bb) “GCC” means these General Conditions of Contract.
(cc) “GoO” means the Government of Odisha
(dd) “GoI” means the Government of India.
(ee) “Good Industry Practices” means the exercise of that degree of
skill, diligence and prudence, and those practices, methods,
specifications and standards of safety and performance, as may
change from time to time and which would reasonably and
ordinarily be expected to be used and exercised by a skilled and
experienced consultant engaged in the performance of services of
the type, size and nature similar to the Services.
II. General Conditions of Contract
12 | P a g e
(ff) “Indemnified Party” has the meaning ascribed to it in Clause 19.3.
(gg) “Indemnifying Party” has the meaning ascribed to it in Clause
19.3.
(hh) “Intellectual Property Rights” means, in respect of the Services,
any copyright, trademarks, technology, know-how, industrial
processes, proprietary information, licenses, patents, permissions
from or agreements with licensors of any processes, methods and
systems incorporated or to be incorporated in the performance of
the Services, registered designs, franchises, trade secrets, data
bases, source codes, brand names, service marks, trade names, and
any other intellectual and industrial property rights, whether
registrable or not, subsisting or recognized under the Applicable
Law or laws of any other jurisdiction, including all applications,
renewals, extensions and revivals thereof.
(ii) “Key Expert” means an individual engaged by the Consultant, as
a part of the Expert Pool, to provide the Services or any part
thereof, who has the minimum qualification and experience as
specified in paragraph 6.5.3 of the Terms of Reference in the RFP
for the position that such individual holds in the Expert Pool and
whose curriculum vitae (CV) was evaluated as a part of the
Consultant's Technical Proposal and approved by the Client at the
time of finalization of the Contract.
(jj) “LOA” has the meaning ascribed to it in recital (d) of the Contract.
(kk) “Local Currency” means the official currency of India (i.e., Indian
Rupees).
(ll) “Module” means a component of the Smart Solutions Project in
relation to which the Consultant is required to provide the
Services, as described in greater detail in the Terms of Reference.
(mm) “Party” means the Client or the Consultant, as the case may be,
and “Parties” means both of them.
(nn) “Payment Schedule” means the schedule for payment of the Price
to the Consultant, as set out in the SCC.
(oo) “Performance Security” means a duly executed, irrevocable and
unconditional bank guarantee to be procured and maintained by
the Consultant in accordance with Clause 51 read with the SCC,
to secure the due and proper performance of the Contract.
(pp) “Person” means any individual, company, corporation, firm,
partnership, trust, sole proprietor, limited liability partnership, co-
operative society, government company or any other legal entity.
(qq) “Personnel” means, collectively, the Expert Pool, Program
Support Team, and any other personnel of the Consultant engaged
II. General Conditions of Contract
by the Consultant to perform the Services or any part thereof under
the Contract.
(rr) “Programme Support Team” means the team of Programme
Support Staff engaged by the Consultant to perform the Services,
which at a minimum must include such number of Programme
Support Staff, as specified in Form TECH-4 of the RFP. It is
clarified that the Programme Support Team will not include any
Key Experts.
(ss) “Programme Support Staff” means an individual engaged by the
Consultant, as a part of the Programme Support Team, to provide
the Services or any part thereof, who has the minimum
qualification and experience as specified in paragraph 6.5.3 of the
Terms of Reference of the RFP for the function that such
individual is required to perform as a part of the Programme
Support Team.
(tt) “Project Office” means the office space provided by the Client to
the Consultant within the Client’s office in the city of Rourkela,
for the Consultant to set up its project office for the Personnel and
Additional Resources, if any, who are or will be engaged to
provide the Services.
(uu) “Proposal” has the meaning ascribed to it in recital (c) of the
Contract.
(vv) deleted.
(ww) “Remuneration” means the aggregate remuneration payable for
the Expert Pool and the Programme Support Team, based on the
agreed man month rates for the Key Experts and the Programme
Support Staff, as set out in Appendix C.
(xx) “Reports” has the meaning ascribed to it in Clause 26.
(yy) “RFP” has the meaning ascribed to it in recital (b) of the Contract.
(zz) “Smart City Proposals” means the stage 1 and stage 2 proposals
submitted by GoO to the Ministry of Urban Development, GoI for
the selection of Rourkela as a smart city under the first phase of
the Smart Cities Mission launched by the Ministry of Urban
Department, which are appended to the Contract at Appendix G.
(aaa) “SCC” means the special conditions of contract with specific
details and information to supplement (and not override) the GCC.
(bbb) “Section” means a section of the Contract.
(ccc) “Services” means the work to be performed by the Consultant
pursuant to this Contract, as described in Appendix A hereto.
(ddd) “Services Schedule” means the schedule showing the sequence,
method and timing of execution of the Services and related
activities and the Deliverable Due Dates, as set out in Appendix F.
II. General Conditions of Contract
14 | P a g e
(eee) “Taxes” means all taxes, duties, imposts, levies and charges
pursuant to any law (whether currently in force or coming into
force on or after the Effective Date), including income tax, service
tax, value added tax, central sales tax, customs duty excise duty,
fees, cess, octroy, entry tax, and any interest, surcharge, penalty or
fine in connection therewith.
(fff) “Third Party” means any person or entity other than the Client and
the Consultant.
(ggg) “Technical Proposal” means the technical proposal forming part
of the Proposal submitted by the Consultant in response to the
RFP.
(hhh) “Terms of Reference” means the terms of reference set out in
Appendix A that explain the objectives and scope of the Services,
activities, tasks to be performed, respective roles and
responsibilities of the Client and Consultant, and expected results
and deliverables of the Smart Solutions Project.
(iii) “Total Value of Contract” means, collectively, the Remuneration,
and any Taxes payable in connection with the performance of the
Services.
(jjj) “Variation” has the meaning ascribed to it in Clause 14.2.
(kkk) “Variation Order” has the meaning to it in Clause 14.3.
2. Relationship
between the
Parties
2.1. Nothing contained herein shall be construed as establishing a
relationship of master and servant or of principal and agent as between
the Client and the Consultant. The Consultant, subject to this Contract,
has complete charge of the Personnel, if any, performing the Services
and shall be fully responsible for the Services performed by them or
on their behalf hereunder.
3. Governing Law 3.1. This Contract, its meaning and interpretation, and the relation
between the Parties shall be governed by the Applicable Law.
4. Language 4.1. This Contract has been executed in the language specified in the
SCC, which shall be the binding and controlling language for all
matters relating to the meaning or interpretation of this Contract.
5. Headings 5.1. The headings are for convenience of reference only and shall not
limit, alter or affect the meaning of this Contract.
II. General Conditions of Contract
6. Communications 6.1. Any communication, approval, notice, report, consent,
certificate or request required or permitted to be given or made
pursuant to this Contract (“Communication”) shall be in writing in
the language specified in the SCC. Unless otherwise specified in the
Contract, any such Communication shall be sent by electronic mail or
facsimile transmission, with a confirmation copy by courier or
registered post to the address specified in the SCC. Any
Communication sent by electronic mail or facsimile shall be deemed
to have been received on the date of transmission and any notice served
by courier or registered post shall be deemed to be received when
actually delivered to the address specified in the SCC.
6.2. A Party may change its address for Communication hereunder
by giving the other Party notice of such change to the address specified
in the SCC.
7. Location 7.1. The Services shall be performed at such locations as are specified
in Appendix A hereto and, where the location of a particular task is not
so specified, at such locations, whether in India or elsewhere, as the
Client may approve.
8. Authorized
Representatives
8.1. Any action required or permitted to be taken, and any document
required or permitted to be executed under this Contract by the Client
or the Consultant may be taken or executed by the officials specified
in the SCC.
9. Corrupt and
Fraudulent
Practices
9.1. The Consultant shall comply with the Client’s policy in regard
to corrupt and fraudulent practices as set forth in Attachment 1 to the
GCC.
a. Commissions
and Fees
9.2. The Client requires the Consultant to disclose any
commissions or fees that may have been paid or are to be paid to
agents or any other party with respect to the selection process or
execution of the Contract. The information disclosed must include at
least the name and address of the agent or other party, the amount and
currency, and the purpose of the commission, gratuity or fee. Failure
to disclose such commissions, gratuities or fees may result in
termination of the Contract and/or sanctions by the Bank.
B. COMMENCEMENT, COMPLETION, MODIFICATION AND TERMINATION OF CONTRACT
II. General Conditions of Contract
16 | P a g e
10. Effectiveness of
Contract
10.1 This Contract shall come into force and effect on the date (the
“Effective Date”) of the Client’s notice to the Consultant instructing
the Consultant to begin carrying out the Services.
11. Commencement of
Services
11.1 The Consultant shall confirm availability of the Key Experts for
the term of the Contract and begin carrying out the Services no later
than the date specified in the SCC.
12. Expiration of
Contract
12.1 Unless terminated earlier pursuant to Clause 18, this Contract
shall expire at the end of such time period after the Effective Date as
specified in the SCC, unless extended in accordance with this Contract.
13. Entire Agreement 13.1 This Contract constitutes the entire understanding between the
Parties regarding the scope of the Services and supersedes all prior
written or oral understandings, offers, agreements, communication or
representations affecting the same subject matter. It is clarified that the
obligations of the Consultant under the RFP shall continue to subsist
and shall be deemed to form part of the Contract.
14. Modifications or
Variations
14.1. Any modification or variation of the terms and conditions of
this Contract, including any modification or variation of the scope of
the Services, may only be made by written agreement between the
Parties.
14.2. Both the Client and the Consultant may, at any time during the
term of the Contract, propose a variation to the Services, the Terms
of Reference (as set out in Appendix A), Payment Schedule and/or
any other provision of the Contract (Variation).
14.3. Client Proposed Variation
(i) The Client may, at any time during the term of the Contract, instruct
the Consultant, by issuing a written notice, to carry out a Variation (a
Variation Order). Provided that, the Client shall not propose a
Variation which is not technically or financially feasible, such
feasibility being determined in accordance with Good Industry
Practice, or any Variation that constitutes unrelated work.
(ii) Within fifteen (15) days of receipt of a Variation Order, the
Consultant shall submit a proposal setting out in sufficient detail the
implications of the proposed Variation, including the (a) description
of the work required or no longer required; (b) an estimate of the
II. General Conditions of Contract
increase or decrease in the Total Value of Contract; (c) the Service
Schedule; and (d) Payment Schedule.
(iii) Based on its review of the proposal submitted by the Consultant,
the Client may: (a) accept the proposal and the corresponding
adjustments to the Total Value of Contract, Services Schedule and
Payment Schedule; (b) provide its comments on the proposal seeking
amendments and/or justification for the implications put forth by the
Consultant; or (c) reject the proposal submitted by the Consultant and
withdraw the Variation Order, within seven (7) days from the date of
receipt of the Consultant's proposal under Clause 14.3(ii).
(iv) If the Client accepts the Consultant's proposal under Clause
14.3(ii) of this Section, it shall issue an instruction identifying the
offer that is being accepted and requesting the Contractor to proceed
with the Variation. Upon the Client's acceptance of the Consultant's
proposal, the Consultant shall proceed with the Variation.
(v) To the extent the Client seeks amendments and/or justification in
the proposal submitted by the Consultant, the Consultant shall
incorporate or address, in writing, the Client's comments and submit a
revised proposal. On approval of the revised proposal in accordance
with Clause 14.3(iv), the Consultant shall proceed with the Variation.
(vi) On implementation of a Variation Order, the Consultant shall be
entitled to the agreed increase in the Total Value of Contract and/or
adjustment to the Services Schedule or Payment Schedule for carrying
out the Variation.
(vii) Notwithstanding anything to the contrary in this Clause 14.3, the
Consultant shall be bound to implement any Variation that is
necessitated by a Change in Law (discussed in Clause 15 below) and
any consequent adjustment in the Total Value of Contract, Services
Schedule or Payment Schedule, on account of such Variation, shall be
determined in accordance with Clause 15 below.
14.4. Consultant Proposed Variation
(i) The Consultant may propose a Variation, which it considers
necessary or desirable to improve the quality of the Services. While
proposing a Variation, the Consultant shall submit a proposal to the
Client, with a statement setting out: (a) detailed particulars of the
II. General Conditions of Contract
18 | P a g e
Variation; (b) the work required or no longer required; (c) an estimate
of any adjustment in the Total Value of Contract; (d) any adjustment
to the Services Schedule or Payment Schedule; and (e) any other
effect the proposed Variation would have on the Services or on any
other provision of the Contract.
(ii) Based on its review of the Variation proposed by the Consultant,
the Client may: (a) confirm the Variation; (b) provide its comments on
the proposed Variation; or (c) reject the proposed Variation, while
giving reasons in writing for such rejection, within seven (7) days of
the submission of the proposal for a Variation. Upon the Client's
acceptance of the proposed Variation, the Consultant shall proceed
with the Variation.
(iii) To the extent the Client seeks amendments in the proposed
Variation, the Consultant shall incorporate or address, in writing, the
Client's comments and submit a revised proposal. On approval of the
revised proposal in accordance with Clause 14.4(ii), the Consultant
shall proceed with the Variation.
(iv) If the Parties are unable to reach agreement regarding the terms
of a Variation Order, such disagreement shall be resolved pursuant to
Clauses 50.
14.5. Notwithstanding anything contained in this Clause 14, a
Variation made necessary due to any act, omission or default of the
Consultant in the performance of its obligations under the Contract
will not result in any increase in the Total Value of Contract or
extension of any Deliverable Due Date.
14.6. No Variation invalidates the Contract. The Consultant agrees
that a Variation may involve the omission of any part of the Services
and further, the Consultant agrees that the Client may engage others
to perform that part of the Services which has been omitted. The
Consultant further acknowledges that any omission or omissions will
not constitute a basis to allege that the Client has repudiated the
Contract no matter the extent or timing of the omission(s).
14.7. Notwithstanding anything contained in this Clause 14, the
Client shall not agree to any Variation if: (i) the Consultant seeks any
Variation in its obligations which is due to any shortcoming or
deficiency in the documents provided by the Consultant; (ii) the
II. General Conditions of Contract
Variation relates to repeat performance of any Services due to the
Consultant's failure to comply with the Client's requirements; or (iii)
escalation in the cost of equipment, materials or the work force, other
than on account of a Change in Law.
15. Change in Law 15.1. For the purposes of this Contract, “Change in Law” means the
occurrence of any of the following events after the date of execution
of the Contract: (i) the modification, amendment or repeal of any
existing Applicable Law; (ii) the enactment, promulgation, bringing
into effect, adoption of any new Applicable Law; (iii) change in the
interpretation or application of any Applicable Law by any Authority;
(iv) the introduction of a requirement for the Consultant to obtain any
new approval or permit or the unlawful revocation of an applicable
approval or permit; or (v) the introduction of any new Tax or a change
in the rate of an existing Tax.
Change in Law does not include: (i) any change in the (Indian)
Income Tax Act, 1961 with regard to the taxes on the income of the
Consultant; (ii) any statute that has been published in draft form or as
a bill that has been placed before the legislature or that has been
passed by the relevant legislature as a bill but has not come into effect
prior to the date of the Contract and which is a matter of public
knowledge; or (iii) a draft statutory instrument or delegated
legislation that has been published prior to the date of the Contract,
which is under the active consideration or contemplation of the GoI
or GoO and which is a matter of public knowledge.
15.2. If, after the date of this Contract, there is any Change in Law
which:
(i) increases the cost incurred by the Consultant in performing
the Services; and/or
(ii) affects the Services Schedule,
then the Consultant may notify the Client and appropriate
adjustments shall be made to the Total Value of Contract and/or the
Services Schedule to account for the Change in Law. The notice shall
be accompanied by all supporting documents, details and information
required by the Client to assess the claims of the Consultant. Provided
that, if a Change in Law becomes applicable as a result of a delay by
the Consultant in providing the Services, other than due to a Delay
II. General Conditions of Contract
20 | P a g e
Event, then the Consultant shall not be entitled to any adjustment in
the Total Value of Contract and/or the Services Schedule.
Where it is not possible to address the effect of a Change in Law
(through an adjustment in the Total Value of Contract and/or the
Services Schedule), the Parties shall agree on a mechanism, including
amending the terms of the Contract, to mitigate the adverse effects of
the Change in Law. If the Parties are unable to reach an agreement
within thirty (30) days of the notification of a Change in Law, then
the matter shall be referred to dispute resolution in accordance with
Clause 50.
16. Force Majeure
a. Définition 16.1 For the purposes of this Contract, “Force Majeure” means any
of the following events, which is beyond the reasonable control of a
Party, is not foreseeable, is unavoidable, and makes a Party’s
performance of its obligations hereunder impossible or so impractical
as reasonably to be considered impossible under the circumstances:
(i) acts of God;
(ii) accidents, except as may be attributable to the Parties;
(iii) earthquake, storm or flood;
(iv) fires or explosions, except as may be attributable to the Parties;
(v) acts of Authorities, except as may be attributable to the Parties;
(vi) epidemics;
(vii) war, terrorism, sabotage, civil commotions/civil disorder, or
riots; and
(viii) general strikes or lockouts or other industrial
action/confiscation (which are not restricted to the Consultant or
its Personnel).
16.2 Force Majeure shall not include: (i) any event which is caused
by the negligence or intentional act or omission of a Party or any
Personnel or its agents or employees, (ii) any event which a diligent
Party could reasonably have been expected to take into account at the
time of the conclusion of this Contract, or be able to avoid or
overcome in the carrying out of its obligations hereunder; (iii)
insufficiency of funds or commercial hardship; and (iv)
unavailability, or increase in the cost of any Personnel or component
required to perform the Services, unless such unavailability or
increase in costs is due to a Force Majeure event.
II. General Conditions of Contract
b. No Breach of
Contract
16.3 The failure of a Party to fulfill any of its obligations hereunder
shall not be considered to be a breach of, or default under, this
Contract insofar as such inability arises from an event of Force
Majeure, provided that the Party affected by such an event has taken
all reasonable precautions, due care and reasonable alternative
measures to mitigate and overcome the effects of the Force Majeure
event. Performance of any obligations affected by a Force Majeure
event must be resumed as soon as reasonably possible after the
abatement of such Force Majeure event.
c. Measures to
be Taken
16.4 A Party affected by an event of Force Majeure shall continue to
perform its obligations under the Contract as far as is reasonably
practical, and shall take all reasonable measures to minimize the
consequences of any event of Force Majeure.
16.5 A Party affected by an event of Force Majeure shall notify the
other Party of such event as soon as possible, and in any case not later
than fourteen (14) calendar days following the occurrence of such
event, providing evidence of the nature and cause of such event, and
shall similarly give written notice of the restoration of normal
conditions as soon as possible.
16.6 Any period within which the Consultant is required to complete
any action or task, in terms of the Services Schedule, shall be
extended for a period equal to the time during which the Consultant
was unable to perform such action as a result of an event of Force
Majeure.
16.7 During the period of their inability to perform the Services as a
result of an event of Force Majeure, the Consultant, upon instructions
by the Client, shall either: (i) demobilize, in which case the
Consultant shall be reimbursed for additional costs it reasonably and
necessarily incurs in demobilization, and, if required by the Client, in
reactivating the Services; or (ii) continue with the Services to the
extent reasonably possible, in which case the Consultant shall
continue to be paid under the terms of this Contract for the part of the
Services performed by it during the subsistence of the Force Majeure
event and be reimbursed for additional costs reasonably and
necessarily incurred in demobilizing for the part of the Services
which are affected by the Force Majeure event and, if required by the
Client, in reactivating such part of the Services.
II. General Conditions of Contract
22 | P a g e
16.8 Not later than thirty (30) days after the Consultant has, as a result
of an event of Force Majeure, become unable to perform a material
portion of the Services, the Parties shall consult with each other with
a view to agreeing on the appropriate measures to be taken in the
circumstances.
16.9 In the case of disagreement between the Parties as to the
existence or extent of Force Majeure, the matter shall be settled
according to Clause 50.
16.10 Save and except as expressly provided in the Contract, neither
Party shall be liable in any manner whatsoever to the other Party in
respect of any loss relating to or arising from any event of Force
Majeure or the exercise by it of any right pursuant to this Clause 16.
d. Prolonged Force
Majeure
16.11 If a Force Majeure event affecting any Party subsists for a
continuous period of one hundred eighty (180) days, the affected
party may issue a notice of termination of the entire Contract or such
part of the Services as is affected by the Force Majeure event, in
accordance with Clause 18 below.
17. Suspension 17.1 The Client may, by written notice of suspension to the
Consultant, suspend all payments to the Consultant hereunder if the
Consultant fails to perform or is in breach of any of its obligations
under this Contract, including the carrying out of the Services,
provided that such notice of suspension: (i) shall specify the nature of
the failure or breach, and (ii) shall request the Consultant to remedy
such failure within a period not exceeding thirty (30) calendar days
after receipt by the Consultant of such notice of suspension.
18. Termination 18.1. This Contract may be terminated by either Party as per
provisions set out below:
a. By the Client 18.1.1 A “Consultant Event of Default” means any of the events set
out below, unless such event has occurred as a consequence of a
default by the Client as set out in Clause 18.1.5, a Change in Law or
any event of Force Majeure (“Consultant Event of Default”):
(i) if the Consultant fails to remedy a failure in the
performance of its obligations hereunder, as specified in a
notice of suspension pursuant to Clause 17 within thirty
(30) days of receipt of such notice of suspension or within
II. General Conditions of Contract
such further period as the Client may have subsequently
granted in writing;
(ii) if the Consultant becomes insolvent or bankrupt or enters
into any agreements with its creditors for relief of debt or
takes advantage of any law for the benefit of debtors or
goes into liquidation or receivership whether compulsory
or voluntary;
(iii) if the Client, in its sole discretion and for any reason
whatsoever which reason is required to be recorded in
writing, decides to terminate this Contract;
(iv) if the Consultant’s liability to pay delay liquidated
damages reaches the cap on delay liquidated damages
specified in Clause 29.8 but the delay in respect of which
the delay liquidated damages are payable continues to
exist;
(v) if the Consultant fails to confirm availability of Key
Experts as required in Clause 11;
(vi) if the Consultant replaces any Key Expert in contravention
of the provisions of this Contract;
(vii) if the Consultant has engaged in corrupt, fraudulent,
collusive, coercive, undesirable or restrictive practice in
bidding for or in subsequently executing the Contract;
(viii) if the Consultant fails to furnish, renew and/or maintain
the Performance Security in accordance with this
Contract;
(ix) if the Consultant assigns or novates its rights and
obligations under this Contract without the prior written
consent of the Client;
(x) if any of the Consultant’s representations and warranties
are found to be false and/or misleading; or
(xi) if the Consultant is in breach of any Applicable Laws.
18.1.2 Without prejudice to other provisions of this Contract, upon the
occurrence of a Consultant Event of Default, the Client may deliver a
notice to the Consultant specifying the nature of the breach and giving
a cure period of thirty (30) days to the Consultant to cure the
Consultant Event of Default.
Provided that, in case of occurrence of a Consultant Event of Default
set out in Clauses 18.1.1(ii), 18.1.1(iv), 18.1.1(vii), the Client shall
have the right to terminate the Contract immediately, without any
obligation to provide a cure period.
II. General Conditions of Contract
24 | P a g e
18.1.3 Subject to Clause 18.1.2, and except in case of the event set out
at Clause 18.1.1(iii), if by the end of the cure period, the Consultant
has not remedied the Consultant Event of Default or taken steps to
remedy the Consultant Event of Default to the satisfaction of the
Client, then the Client shall have the right to issue a termination notice,
upon which this Contract shall terminate forthwith.
18.1.4 Notwithstanding anything to the contrary in this Contract, in
case of occurrence of a Consultant Event of Default set out in Clauses
18.1.1(i), 18.1.1(iv) or 18.1.1(vi), to the extent such Consultant Event
of Default affects one or more of the Modules but not the entire
Contract, the Client shall have the right to partially terminate the
Contract with respect to the Modules affected by such Consultant
Event of Default and not the entire Contract. Such partial termination
shall not impact the validity of the Contract or the obligations of the
Consultant with regard to the Modules which are not affected by the
Consultant Event of Default.
Upon total or partial termination of the Contract for a Consultant Event
of Default, the Client will have the right to engage a third party
consultant to complete the Services or the Modules which have been
deleted from the Consultant’s scope and the Client shall recover the
incremental costs incurred by the Client in engaging a third party
consultant from the Consultant.
b. By the
Consultant
18.1.5 A “Client Event of Default” means any of the following events
set out below, unless such event has occurred as a consequence of a
default by the Consultant as set out in Clause 18.1.1, a Change in Law
or any event of Force Majeure:
(i) if the Client fails to pay any undisputed money due to the
Consultant pursuant to this Contract within forty five (45)
calendar days after receiving written notice from the
Consultant that such payment is overdue;
(ii) if the Client is in material breach of its obligations under
this Contract and has not remedied the same within forty
five (45) days (or such longer period as the Consultant may
have subsequently approved in writing) following the
receipt by the Client of the Consultant’s notice specifying
such breach;
(iii) if the Client becomes insolvent or bankrupt or enters into
any agreements with its creditors for relief of debt or take
II. General Conditions of Contract
advantage of any law for the benefit of debtors or goes into
liquidation or receivership whether compulsory or
voluntary; or
(iv) if the Client suspends the performance of the Services for
more than sixty (60) days, for reasons not attributable to the
Consultant.
18.1.6 Without prejudice to other provisions of this Contract, upon the
occurrence of a Client Event of Default, the Consultant may deliver a
notice to the Client specifying the nature of the breach and giving a
cure period of thirty (30) days to the Client to cure the Client Event of
Default.
Provided that, in case of occurrence of a Client Event of Default set out
in Clauses 18.1.5(iii) or 18.1.5(iv), the Consultant shall have the right
to terminate the Contract immediately, without any obligation to
provide a cure period.
Notwithstanding anything to the contrary in this Contract, in case of
occurrence of a Client Event of Default set out in Clauses
18.1.5(i) or 18.1.5(ii), to the extent such Client Event of Default affects
one or more of the Modules but not the entire Contract, the Consultant
will not have a right to terminate the entire Contract for such Client
Event of Default, but will only have a right to partially terminate the
Contract with respect to the Modules affected by such Client Event of
Default. Such partial termination shall not impact the validity of the
Contract or the obligations of the Consultant and the Client with regard
to the Modules which are not affected by the Client Event of Default.
c. Termination
for Force
Majeure
18.1.7 If a Force Majeure event affecting any Party subsists for a
continuous period of one hundred eighty (180) days, then either Party
may issue a notice of termination to the other Party. Upon receipt of
this notice, the Parties shall have a period of fifteen (15) days to agree
on the manner in which the Contract may be progressed upon
cessation of the Force Majeure event and the variations, if any,
required to the Contract to address the consequences of the Force
Majeure event. If on the expiry of the fifteen (15) day period, the
Parties fail to arrive at an agreement, either Party may immediately
terminate this Contract by written notice to the other Party.
Notwithstanding anything to the contrary in this Contract, in case of
occurrence of a Force Majeure event which affects one or more of the
II. General Conditions of Contract
26 | P a g e
Modules but not the entire Contract, the Contract may be partially
terminated with respect to the Modules affected by such Force Majeure
event. Such partial termination shall not impact the validity of the
Contract or the obligations of the Consultant with regard to the
Modules which are not affected by the Force Majeure event.
d. Cessation of
Rights and
Obligations
18.1.8 Upon termination of this Contract pursuant to Clause 18, or
upon expiration of this Contract pursuant to Clause 12, all rights and
obligations of the Parties hereunder shall cease, except (i) any cause
or action which may have occurred in favour of either Party or any
right which is vested in either Party under any provision of the
Contract as a result of any act, omission, deed, matter or thing done or
omitted to be done by either Party before the expiry or termination of
the Contract, (ii) the obligation of confidentiality set forth in Clause
22, (iii) the Consultant’s obligation to permit inspection, copying and
auditing of their accounts and records set forth in Clause 25, (iv) the
indemnity obligations of the Parties as set out in Clause 19; (v) the
obligations in relation to intellectual property rights under Clause 27;
and (vi) any right which a Party may have under the Applicable Law.
e. Cessation of
Services
18.1.9 Upon termination of this Contract by either Party , the
Consultant shall: (i) immediately upon dispatch or receipt of such
notice, take all necessary steps to bring the Services to a close in a
prompt and orderly manner and shall make every reasonable effort to
keep expenditures for this purpose to a minimum; and (ii) transfer to
the Client all documents, data, programmes, applications, software,
equipment etc. developed or acquired by the Client for the purposes
of performing the Services along with the right to use the Intellectual
Property in such documents, data, programmes, applications,
software, equipment for the Smart Solutions Project.
f. Payment
upon
Termination
18.1.10 Upon termination or partial termination of this Contract for a
Consultant Event of Default (except the event set out in Clause
18.1.1(iii) above), the Client shall make the following payments to the
Consultant:
(i) Remuneration for the duly and satisfactorily completed
Deliverables for all Modules or, the terminated Modules, as
the case may be, prior to the date of termination, in
accordance with Clause 43.
Less
II. General Conditions of Contract
(ii) all amounts previously paid to the Consultant under the
Contract for all Modules or the terminated Modules, as the
case may be;
(iii) all amounts due to the Client from the Consultant, including
any damages payable by the Consultant to the Client in
respect of all Modules or the terminated Modules, as the
case may be; and
(iv) the incremental cost incurred by the Client in engaging a
third party to complete all Modules or the terminated
Modules, as the case may be.
If the aggregate of (ii), (iii), and (iv) above is: (a) less than (i) above,
the Client shall pay the differential amount to the Consultant within
thirty (30) days of the Consultant raising an invoice for the amount; or
(b) more than (i) above, then the Consultant shall pay the differential
amount to the Client within thirty (30) days of the Client raising an
invoice for the amount, failing which the Client may invoke the
Performance Security to recover such amounts.
18.1.11 Upon termination or partial termination of this Contract for a
Client Event of Default, a Force Majeure event or for the event set out
in Clause 18.1.1(iii) above, the Client shall make the following
payments to the Consultant:
(i) Remuneration for the duly and satisfactorily completed
Deliverables for all Modules or terminated Modules, as the
case may be, prior to the date of termination, in accordance
with Clause 43; and
(ii) if the Contract is terminated for a Client Event of Default
or for the event set out in Clause 18.1.1(iii), any Breakage
Costs reasonably incurred by the Consultant as a direct
result of termination or partial termination of the Contract;
Less
(iii) all amounts previously paid to the Consultant under the
Contract for all Modules or terminated Modules, as the case
may be;
(iv) all amounts due to the Client from the Consultant, including
any damages payable by the Consultant to the Client in
respect of all Modules or the terminated Modules, as the
case may be.
The Client shall pay the termination compensation specified in
this Clause 18.1.11 to the Consultant within thirty (30) days of
the Consultant raising an invoice for that amount.
II. General Conditions of Contract
28 | P a g e
19. Indemnity and
Limitation of
Liability
19.1 Consultant's indemnity
The Consultant must indemnify and hold harmless the Client and the
Client's staff, their Affiliates and directors of their Affiliates (each a
“Client Indemnified Party”) from and against any and all claims and
losses suffered or incurred by the Client Indemnified Party, including
claims by a third party, arising out of:
(i) any failure of the Consultant to pay taxes or any statutory dues;
(ii) any non-compliance or violation of Applicable Law or
applicable permits by the Consultant;
(iii) breach of the Consultant's representations and warranties set
out in the Contract;
(iv) bodily injury, sickness or death of any person whatsoever;
(v) breach of the Consultant's obligations under the Contract;
(vi) physical damage to the Project Office or any property therein;
(vii) loss of or physical damage to property of any third party; or
(viii) infringement of the Intellectual Property Rights of any third
party by the Consultant under the Contract.
19.2 Client's indemnity
The Client agrees to indemnify and hold harmless the Consultant and
the Personnel (each a “Consultant Indemnified Party”) from and
against any and all claims or losses suffered or incurred by the
Consultant Indemnified Party arising out of:
(i) breach of the Client's representations and warranties under the
Contract; or
(ii) any non-compliance or violation of Applicable Laws or any
Client's applicable permits or consents by the Client.
19.3 On receipt of a notice of any claim, which would entitle any Party
(“Indemnified Party”) to claim indemnification from the other Party
(“Indemnifying Party”), the Indemnified Party shall, within a
II. General Conditions of Contract
reasonable time, provide a written notice of the claim to the
Indemnifying Party along with all the documents available with it in
respect of the claim, specifying in detail the claim, the amount claimed
by the third party, the date on which the claim arose and the nature of
the default to which such claim relates (including a reference to the
applicable provision of the Contract) and the Indemnifying Party shall
settle the claim accordingly. The Indemnifying Party shall be entitled
to but not obliged to participate in and control the defence of any such
suit, action or proceeding at its own expense or direct the Indemnified
Party to defend such claim, at the cost of the Indemnifying Party. If
the Indemnifying Party elects to control the defence of any such suit,
action or proceeding, the Indemnified Party shall render all necessary
assistance for the purposes of enabling the Indemnifying Party to take
the action referred to in this Clause 19.3. The Indemnifying Party may
also request the Indemnified Party, at the cost of the Indemnifying
Party to dispute, resist, appeal, compromise, defend, remedy or
mitigate the matter or enforce against the third party the Indemnifying
Party's rights in relation to the matter and in connection with
proceedings related to the matter, use reputable advisers and lawyers
chosen by the Indemnifying Party. The Indemnified Party shall not
settle any such suit, action or proceeding without the prior written
consent of the Indemnifying Party.
19.4 The Indemnifying Party agrees and acknowledges that it shall
fully indemnify the Indemnified Party for all amounts paid and/or
costs incurred by the Indemnified Party in accordance with this Clause
19.
19.5 Unless otherwise specified in the Contract, neither Party shall be
liable to the other Party for any kind of indirect, punitive or
consequential loss or damage or for any economic loss, loss of profit,
loss of revenue, loss of use or business interruption which may be
suffered by the other Party in connection with this Contract, except
for losses caused by the fraud or wilful misconduct of the Party.
19.6 The Party entitled to the benefit of an indemnity under this Clause
19 shall take all reasonable measures to mitigate any loss or damage
which has occurred. If the Party fails to take such measures, the other
Party's liabilities shall be correspondingly reduced.
19.7 The obligation to indemnify stipulated in this Clause 19 is:
II. General Conditions of Contract
30 | P a g e
(i) continuing, separate and independent obligation of the Parties
from their other obligations and shall survive the termination
of this Contract; and
(ii) shall not be limited or reduced by any insurance, except to the
extent that the proceeds of any such insurance are capable of
being applied to reduce claims made against the affected Party.
19.8 For the purpose of this Clause 19: (i) “claim” means any claim,
liability, proceeding, cause of action, action, suit, demand at law or in
equity, in each case brought against either Party (including by any
third party); and (ii) “loss” means all losses (excluding consequential
losses, indirect losses and loss of profit), damages, liabilities, fines,
interest, awards, penalties, costs (including, reasonable legal costs,
lawyers' and arbitrators' fees), charges and expenses of whatever
nature or howsoever occasioned including any of the above suffered
by the non-defaulting Party or a third party as a result of any act or
omission in the course of or in connection with the performance, non-
performance or deficiency in the performance of obligations under
this Contract.
C. RIGHTS AND OBLIGATIONS OF THE CONSULTANT
20. General
a. Standard of
Performance
20.1 The Consultant shall perform the Services and carry out the
Services with all due diligence, efficiency and economy, in accordance
with Good Industry Practices and this Contract, and shall observe
sound management practices, and employ appropriate technology and
safe and effective equipment, machinery, materials and methods. The
Consultant shall always act, in respect of any matter relating to this
Contract or to the Services, as a faithful adviser to the Client, and shall
at all times support and safeguard the Client’s legitimate interests in
any dealings with third parties.
20.2 The Consultant shall employ and provide such qualified and
experienced Personnel as are required to carry out the Services.
20.3 The Consultant shall not subcontract any part of the Services.
II. General Conditions of Contract
b. Law
Applicable to
Services
20.4 The Consultant shall perform the Services in accordance with
the Contract and the Applicable Law and shall take all practicable steps
to ensure that all of its Personnel comply with the Applicable Law.
20.5 Throughout the duration of the Contract, the Consultant shall
comply with the prohibitions in India in relation to the import of goods
and services when as a matter of law or official regulation, there is a
prohibition on entering into or maintaining commercial relations with
the country from where the import is proposed to be made.
20.6 The Consultant shall obtain, maintain and comply with the terms
of all applicable permits, including work permits for its Personnel,
required to perform the Services, at its own risk and cost.
21. Conflict of Interest 21.1 The Consultant shall hold the Client’s interests paramount,
without any consideration for future work, and strictly avoid conflict
with other assignments or their own corporate interests.
a. Consultant
Not to Benefit
from
Commissions,
Discounts, etc.
21.1.1 The Remuneration of the Consultant pursuant to Clauses 42
through 47 shall constitute the Consultant’s only payment in
connection with this Contract or the Services and the Consultant shall
not accept for its own benefit any trade commission, discount or similar
payment in connection with activities pursuant to this Contract or in
the discharge of its obligations hereunder, and the Consultant shall use
its best efforts to ensure that the Personnel and agents of either of them,
similarly shall not receive any such additional payment.
21.1.2 Furthermore, if the Consultant, as part of the Services, has the
responsibility of advising the Client on the procurement of goods,
works or services, the Consultant shall comply with the applicable
procurement guidelines of the GoO, and shall at all times exercise such
responsibility in the best interest of the Client. Any discounts or
commissions obtained by the Consultant in the exercise of such
procurement shall be to the account of the Client.
b. Consultant
and Affiliates
Not to Engage
in Certain
Activities
21.1.3 The Consultant agrees that, during the term of this Contract and
after its termination, the Consultant and its Affiliates, shall be
disqualified from providing goods, works, or non-consulting services
resulting from or directly related to the Services, for the
implementation of the Smart Solutions Project, unless otherwise
indicated in the SCC.
II. General Conditions of Contract
32 | P a g e
c. Prohibition of
Conflicting
Activities
21.1.4 The Consultant shall not engage, and shall cause its Personnel
to not engage, either directly or indirectly, in any business or
professional activities that would conflict with the activities assigned
to them under this Contract.
d. Strict Duty to
Disclose
Conflicting
Activities
21.1.5 The Consultant has an obligation and shall ensure that its
Personnel shall have an obligation to disclose any situation of actual
or potential conflict that impacts their capacity to serve the best
interest of their Client, or that may reasonably be perceived as having
this effect. Failure to disclose said situations may lead to the
disqualification of the Consultant or the termination of its Contract.
22. Confidentiality 22.1 Except with the prior written consent of the Client, the Consultant
and the Personnel shall not at any time communicate to any person or
entity any proprietory or confidential information, including
information relating to reports, data, drawings, design software or
other material, whether written or oral, in electronic or magnetic
format, and the contents thereof; and any reports, digests or summaries
created or derived from any of the foregoing that is provided by the
Client to the Personnel; any information provided by or relating to the
Client, its technology, technical processes, business affairs or finances
or any other information acquired in the course of the Services, nor
shall the Consultant and the Personnel make public the
recommendations formulated in the course of, or as a result of, the
Services subject to:
(a) all Confidential Information shall be identified as confidential
at the time of disclosure;
(b) each party will comply with all applicable export and import
laws and associated embargo and economic sanction
regulations, applicable to either party, including those of the
United States, that prohibit or restrict the export, re-export, or
transfer of products, technology, services or data, directly or
indirectly, to certain countries, or for certain end uses or end
users.
Notwithstanding the aforesaid, the Consultant and the Personnel may
disclose such information to the extent that such information:
(i) was in the public domain prior to its delivery to the
Consultant/Personnel or becomes a part of the public domain from a
source other than the Consultant/Personnel;
(ii) was obtained from a third party with no known duty to maintain
its confidentiality;
II. General Conditions of Contract
(iii) is required to be disclosed under Applicable Laws or judicial/
administrative/arbitral process or by any government instrumentality,
provided that such disclosure is made: (a) after giving a prior written
notice to the Client; and (b) using reasonable efforts to ensure that
such disclosure is accorded confidential treatment;
(iv) is provided to the professional advisers, agents, auditors or
representatives of the Consultant on a needs basis as is reasonable
under the circumstances, provided that the Consultant shall require
such professional advisers, agents, auditors or representatives to
undertake in writing to keep the information provided confidential,
and further provided that the Consultant shall use best efforts to ensure
compliance with such undertaking.
(v) is independently developed by the recipient or is already in the
possession of the recipient;
23. Liability of the
Consultant
23.1 Subject to the exclusions set out in the SCC, the overall liability
of the Consultant and the Client under this Contract shall not exceed the
amounts specified in the SCC.
23.2 The Parties agree and acknowledge that the provisions of this
Clause 23 read with the SCC in respect of limitation and exclusion of
liabilities is an agreed allocation of risk between the Parties, the
sufficiency of which the Parties hereby agree and acknowledge.
24. Insurance to be
Taken out by the
Consultant
24.1 The Consultant: (i) shall take out and maintain, at its own cost
but on terms and conditions approved by the Client, insurance against
the risks, and for the coverage specified in the SCC, and (ii) at the
Client’s request, shall provide evidence to the Client within fifteen (15)
days of the request, showing that such insurance has been taken out and
maintained and that the current premiums therefore have been paid.
The Consultant shall ensure that such insurance is in place prior to
commencing the Services as stated in Clause 11.
25. Accounting,
Inspection and
Auditing
25.1 The Consultant shall keep accurate and systematic accounts
and records in respect of the Services, in accordance with
internationally accepted accounting principles and in such form and
detail as will clearly identify all relevant time charges and costs and
the basis thereof.
25.2 The Consultant shall permit, the Client and/or persons
appointed by the Client to inspect all accounts and records relating to
the performance of the Contract, and to have such accounts and
records audited by auditors appointed by the Client, if requested by
II. General Conditions of Contract
34 | P a g e
the Client. Any act intended to materially impede the exercise of the
Client’s inspection and audit rights provided for under this Clause 25.2
shall constitute a material breach of the Contract, which would give
the Client the right to terminate the Contract.
26. Reporting
Obligations
26.1 The Consultant shall submit to the Client the reports and
documents specified in Appendix A, in the form, in the numbers and
within the time periods set forth in the said Appendix (the “Reports”).
27. Proprietary Rights
of the Client in
Reports and
Records
27.1 The Client shall own all Intellectual Property Rights in the
Deliverables, Reports, programmes, data, information such as maps,
diagrams, plans, specifications, technical information, solutions,
models, databases, drawings, software, supporting records, or other
documents and material compiled or prepared by the Consultant for the
Client in the course of the Services. The Consultant shall, upon
termination or expiration of this Contract, deliver all such Deliverables,
Reports, data, information and documents to the Client, together with
a detailed inventory thereof. The Consultant may retain a copy of such
Deliverables, Reports, documents, data and/or software but shall not
use the same for purposes unrelated to this Contract without prior
written approval of the Client.
27.2 Subject to Clause 27.1 above, all Intellectual Property Rights in
the documents, know-how, data, software and programmes used in
connection with preparing the Deliverables and the Services, which
are proprietary to the Consultant or its third party licensors shall
belong to the Consultant, or, as the case may be, its third party
licensors and the Consultant hereby grants to the Client a royalty-free,
irrevocable, non-exclusive licence to use, modify and reproduce the
Deliverables and any Intellectual Property Rights contained in the
Services for any purpose whatsoever connected with the Smart
Solutions Project; and the licence hereby granted shall carry the right
to grant sub-licences and shall be transferable to third parties only in
relation to the Smart Solutions Project. The cost of such license shall
be deemed to be included in the Total Value of Contract.
27.3 The Consultant shall not use the technology, technical
information, software, designs or know-how licensed for the purposes of
providing the Services for any purposes unrelated to the Contract,
without the prior written approval of the Client.
The Consultant shall indemnify and hold harmless the Client from and
against all claims and losses that the Client may suffer or incur on
II. General Conditions of Contract
account of infringement (or alleged infringement) of any third party's
Intellectual Property Rights in performance of the Services.
28. Equipment,
Vehicles and
Materials
28.1 Equipment, vehicles and materials, if any made available to the
Consultant by the Client, or purchased by the Consultant wholly or
partly with funds provided by the Client, shall be the property of the
Client and shall be marked accordingly. Upon termination or expiration
of this Contract, the Consultant shall make available to the Client an
inventory of such equipment, vehicles and materials and shall dispose
of such equipment, vehicles and materials in accordance with the
Client’s instructions. While in possession of such equipment, vehicles
and materials, the Consultant, unless otherwise instructed by the Client
in writing, shall insure them at the expense of the Client in an amount
equal to their full replacement value.
28.2 Any equipment or materials owned or purchased by the
Consultant or its Personnel at its own cost for use either in the
performance of the Services or personal use shall remain the property of
the Consultant or Personnel concerned, as the case may be.
29. Timelines for
Completion and
Liquidated
Damages
29.1 The Consultant shall perform the Services strictly in accordance
with the Services Schedule and complete each Deliverable on or before
the relevant Deliverable Due Date.
29.2 If the Consultant fails to comply with the Services Schedule for
reasons attributable to the Consultant, then, without prejudice to the
right of the Client to recover delay liquidated damages, the Client may,
in its sole discretion, revise the Services Schedule to mitigate the
effects of such delay and the Consultant shall comply with the revised
Services Schedule.
29.3 Subject to Clause 29.4 below, the Consultant shall be entitled to
a day-for-day extension of the relevant Deliverable Due Date if and
only to the extent that performance of Services is or will be delayed
due to any of the following reasons (each such event, a Delay Event):
(i) any delay, impediment or prevention caused by or attributable to
the Client, or the Client's personnel, including any delay or
impediment in accessing the Project Office;
(ii) an order issued by the Client to suspend the Services, unless such
suspension is attributable to an act or omission of the Consultant or
the Personnel;
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36 | P a g e
(iii) any delay in the approval of any Deliverable in accordance with
Clause 41;
(iv) occurrence of a Force Majeure event, provided that the
requirements of Clause 16 above have been complied with;
(v) Change in Law;
(vi) delay by any Authority in renewing any applicable permit,
despite the Consultant having applied for such renewal expeditiously
and having complied with the requirements of Applicable Laws in
making such application;
(vii) any Variation;
(viii) any order of a court restraining the performance of the Contract
in full or in any part thereof, for reasons not attributable to the
Consultant;
(ix) delay caused in complying with any instructions of the Client or
the Client's representative, which instructions are not attributable to
any default or failure of the Consultant; or
(x) delay in providing any services, facilities or property required to
be provided by the Client in accordance with Appendix A.
29.4 The Consultant shall promptly provide the Client with: (i) a notice
upon becoming aware of any Delay Event listed in Clause 29.3 above;
and (ii) a notice of its claim for extension of any Deliverable Due Date,
with such notice specifying the nature of the Delay Event, the extent
of delay suffered or likely to be suffered by the Consultant, the
mitigation measures being taken or proposed to be taken by the
Consultant, and any other information relevant to claim such
extension.
29.5 The Consultant shall ensure that the particulars provided to the
Client under Clause 29.4 above are kept up to date and shall
continuously submit such further particulars as may be necessary or
which may be requested by the Client, from time to time.
29.6 Any extension in accordance with this Clause 29 shall be
implemented by way of a Variation Order in accordance with Clause
14.
29.7 If there are two or more concurrent causes of delay and only one
of those concurrent causes is a cause of delay which would entitle the
Consultant to an extension of time in accordance with this Clause 29,
then the Consultant shall not be entitled to an extension of time for the
period of such concurrency.
II. General Conditions of Contract
29.8 Subject to Clause 29.3 above, if the Consultant fails to complete
any Deliverable in a manner satisfactory to the Client on or before the
relevant Deliverable Due Date, the Consultant shall pay to the Client
delay liquidated damages at the rate set out in the SCC for each week
of delay until completion of the Deliverable. Provided that the
aggregate delay liquidated damages payable by the Consultant to the
Client under the Contract shall not exceed the maximum amount set
out in the SCC.
D. PERSONNEL
30. Description of Key
Experts (Core
Team)
30.1 The title, agreed job description, minimum qualification and
time-input estimates of each Key Expert to carry out the Services are
described in Appendix B.
30.2 If required to comply with the provisions of Clause 20.a,
adjustments with respect to the estimated time-input of Key Experts
set forth in Appendix B may be made by the Consultant with prior
approval of the Client, provided (i) that such adjustments shall not
alter the original time-input estimates for any Key Expert by more than
10% or one week, whichever is longer; and (ii) that the aggregate of
such adjustments shall not cause payments under this Contract to
exceed the maximum Remuneration set forth in Clause 42.1.
30.3 If any additional work is required by the Client beyond the
scope of the Services specified in Appendix A pursuant to a Variation
Order the estimated time-input for the Key Experts and maximum
Remuneration payable to the Client may be increased by agreement in
writing between the Client and the Consultant in accordance with
Clause 15. .
31. Replacement of Key
Experts (Expert
Pool and Deputy
Team Leader and
Additional
Resources, if any)
31.1 Except as the Client may otherwise agree in writing and
subject to sub-Clauses (i) – (iii) below, no changes shall be made in
the Key Experts without the prior consent of the Client:.
(i) During the 1st year of the Contract, the Consultant may
change a maximum of 1 Key Experts with the prior consent
of the Client in accordance with the Contract and in such case;
a replacement Key Expert shall have equal or better
qualifications and experience as those of the originally
proposed Key Expert. ; If the Consultant proposes to change
II. General Conditions of Contract
38 | P a g e
more than 1 Key Experts in the 1st year, a penalty of 10% of
the professional fee quoted for that Key Expert shall be
imposed by the Client. But if the Consultant proposes the
replacement of the Team Leader/International Expert in the
1st year, then the penalty shall be 50% of the professional fee
quoted for the Team Leader/International Expert.
(ii) During the 2nd year of the Contract, Consultant may change
a maximum of 2 Key Experts with the prior consent of the
Client in accordance with the Contract and in such case; a
replacement Key Expert shall have equal or better
qualifications and experience as those of the existing Key
Expert. If the Consultant propose any change in the number
of key experts more than the above prescribed limit in the 2nd
year a penalty of 10% of the professional fee quoted for that
expert shall be imposed by the Client.
(iii)From the 3rd year of the Contract and for the rest of the term
of the Contract, the Consultant may change, with prior
consent of the Client in accordance with the Contract,
maximum of 80% of the Key Experts forming part of the
Expert Pool as on the date of commencement of the 3rd year
of the term of the Contract and in such case, a replacement
Key Expert shall have equal or better qualifications and
experience as those of the existing Key Expert. If the
Consultant proposes any change in the number of key experts
more than the above prescribed limit beyond 3rd year, penalty
of 10% of the professional fee quoted for that expert shall be
imposed by the Client.
Any change, replacement or substitution of a Key Expert, whether
temporary or permanent, in contravention of the Contract (specifically
this Clause 31.1) shall constitute a material breach of the Contract.
31.2 A request for substitution of a Key Expert during the term of
the Contract may be considered based on the Consultant’s written
request and only in circumstances outside the reasonable control of the
Consultant, including but not limited to death or medical incapacity of
any Key Expert. In such case, the Consultant shall submit a written
request for replacement of the Key Expert with a person of equivalent
or better qualifications and experience, and at the same man month
rate as specified in Appendix C for such Key Expert being replaced.
The request for replacement of a Key Expert should state in sufficient
II. General Conditions of Contract
detail the reasons for the proposed replacement and should be
accompanied by the CV of the substitute Key Expert with details of
his experience and qualification and in the format set out in Form
TECH-4 of the RFP.
31.3 The client may make a request in writing for the substitution of a
key expert/ programme support team member with an equal or better
qualification and experience. On receiving request, the consultant
shall provide substitution within 30 days of receipt of request on the
same man-month rate for the respective key expert/ programme
support team member as agreed in the Appendix-C.
32. Approval of
Additional
Resources
32.1 If during the term of the Contract, Additional Resources are
required to carry out the Services, the one party shall submit a written
request to the other party, stating in sufficient detail the reasons for
requiring Additional Resources. The consultant shall, on
receiving/submitting request, submit detailed CVs of the Additional
Resources in the format set out in Form TECH-4 of the RFP for the
approval of the client. The remuneration payable to such new
Additional Resources shall be mutually discussed between the Parties
at the time of appointment of the relevant Additional Resources. .
33. Removal of
Personnel
33.1 If the Client finds that any of the Personnel has committed
serious misconduct or has been charged with having committed a
criminal action, or if the Client determines that Consultant’s
Personnel have engaged in any corrupt, fraudulent, coercive,
collusive, undesirable or restrictive practices (as specified in
Attachment 1 to the GCC) while performing the Services, the
Consultant shall, at the Client’s written request, provide a
replacement for such Personnel.
33.2 In the event that any of Personnel is found by the Client to be
incompetent or incapable in discharging assigned duties, the Client,
specifying the grounds therefore, may request the Consultant to
provide a replacement.
33.3 The replacement of any Personnel shall possess equivalent or
better qualifications and experience and shall be approved by the Client.
The process for obtaining the approval of the Client for any Additional
Resources or for replacement of a Key Expert, as set out in Clauses 31
and 32 above, must also be followed for removal and replacement of
any Personnel under this Clause 33.
II. General Conditions of Contract
40 | P a g e
34. Replacement/
Addition/ Removal
of Personnel –
Impact on
Payments
34.1 Except as the Client may otherwise agree: (i) the Consultant
shall bear all additional travel and other costs arising out of or
incidental to any removal and/or replacement, and (ii) the
remuneration to be paid for any of the Personnel provided as a
replacement shall not exceed the remuneration which would have been
payable to the Personnel replaced or removed.
34.2 The consultant will access and deploy extra number of
personnel after obtaining approval of the client to complete a
deliverable within specified timeline, if required. For such extra
personnel deployment the client shall not pay extra remuneration.
35. Working Hours,
Overtime, Leave,
etc.
35.1 Working hours and holidays for Personnel are set forth in
Appendix B.
35.2 The Personnel shall not be entitled to be paid for overtime nor
to take paid sick leave or vacation leave except as specified in
Appendix B.
35.3 Any taking of leave by Key Experts shall be subject to the prior
approval by the Consultant who shall ensure that absence for leave
purposes will not delay the progress and or impact the overall
performance of the Services.
E. RIGHTS AND OBLIGATIONS OF THE CLIENT
36. Assistance and
Exemptions
36.1 Unless otherwise specified in the SCC, the Client shall use its
best efforts to:
(i) Assist the Consultant with obtaining any applicable permits,
including work permits and such other documents as shall be
necessary to enable the Consultant to perform the Services.
(ii) Assist the Consultant with promptly obtaining, for the
Personnel who are not residents of India and, if appropriate,
their eligible dependents, all necessary entry and exit visas,
residence permits, exchange permits and any other documents
required for their stay in India while carrying out the Services
under the Contract.
(iii) Facilitate prompt clearance through customs of any property
required for the Services and of the personal effects of the
Personnel who are not residents of India and their eligible
dependents. Provided that, clearance through customs of any
property required for the Services will remain the primary
II. General Conditions of Contract
obligation of the Consultant and the Consultant shall not be
entitled to any extension of time on account of any delay in
obtaining any customs clearance.
(iv) Issue to officials, agents and representatives of the government
all such instructions and information as may be necessary or
appropriate for the prompt and effective implementation of the
Services.
(v) To the extent permissible under Applicable Laws, assist the
Consultant and the Personnel with obtaining exemption from
any requirement to register or obtain any permit to practice their
profession or to establish themselves either individually or as a
corporate entity under Applicable Laws.
(vi) Provide to the Consultant any such other assistance as may be
specified in the SCC.
37. Access to Project
Office
37.1 The Client warrants that on and from the Effective Date and until
the expiry or early termination of the Contract, the Consultant shall
have unimpeded and unhindered access to the Project Office for the
performance of the Services, at no additional cost to the Consultant.
The Consultant will be responsible for any damage to the Project
Office or any property thereon resulting from such access and will
indemnify the Client in respect of liability for any such damage,
unless such damage is caused by the willful default or negligence of
the Client.
37.2 The Client shall provide basic utilities (including water and
electricity) to the Consultant at the Project Office, at no additional
cost to the Consultant.
38. Services, Facilities
and Property of the
Client
38.1 The Client shall make available to the Consultant and the
Personnel, for the purposes of the Services and free of any charge, the
services, facilities and property described in the Terms of Reference
(Appendix A) at the times and in the manner specified in said
Appendix A.
38.2 In case that such services, facilities and property shall not be
made available to the Consultant as and when specified in Appendix
A, the Parties shall agree on (i) any time extension that it may be
appropriate to grant to the Consultant for the performance of the
Services, (ii) the manner in which the Consultant shall procure any
such services, facilities and property from other sources, and (iii) the
additional payments, if any, to be made to the Consultant as a result
II. General Conditions of Contract
42 | P a g e
thereof. Any adjustment to the Services Schedule and/or the
Remuneration pursuant to this Clause 38 shall be by way of a
Variation in accordance with Clause 14.
39. Counterpart
Personnel
39.1 The Client shall make available to the Consultant free of
charge such professional and support personnel, to be nominated by
the Client with the Consultant’s advice, as specified in Appendix A.
39.2 If counterpart personnel are not provided by the Client to the
Consultant as and when specified in Appendix A, the Client and the
Consultant shall agree on (i) how the affected part of the Services shall
be carried out, and (ii) the additional payments, if any, to be made by
the Client to the Consultant as a result thereof. Any adjustment to the
Remuneration pursuant to this Clause 39 shall be by way of a
Variation in accordance with Clause 14.
39.3 Professional and support counterpart personnel, excluding
Client’s liaison personnel, shall work under the exclusive direction of
the Consultant, who will be solely responsible for any and all acts and
omissions of such personnel. If any such personnel fails to perform
adequately any work assigned to such member by the Consultant that
is consistent with the position occupied by such member, the
Consultant may request the replacement of such member, and the
Client shall not unreasonably refuse to act upon such request.
40. Payment Obligation 40.1 In consideration of the Services performed by the Consultant
under this Contract, the Client shall make payments of the
Remuneration to the Consultant in such manner as is provided in
Clause 43 read with the SCC.
41. Review and
Approval of
Deliverables and
Completion
Certificate
41.1 The Client shall review and provide comments on all
Deliverables and other documents submitted by the Consultant,
including any subsequent amendments to these documents, in a
timely manner so as to enable the Consultant to perform the Services
in accordance with the Services Schedule and to comply with its
obligations within the time lines prescribed under the Contract.
41.2 Unless otherwise specified in the Terms of Reference, the
Consultant shall submit copies of each draft Deliverable to the Client
for its review and approval in a manner such that the final approved
Deliverable is submitted to the Client within the time lines specified
in the Services Schedule.
II. General Conditions of Contract
41.3 The Client shall review and provide comments, if any, on each
draft Deliverable submitted by the Consultant or notify the
Consultant of its approval of the draft Deliverable within fifteen (15)
days from the date of receipt of the draft Deliverable. The Client shall
have the right to require the Consultant to amend or modify the draft
Deliverable if the Client identifies any deficiencies or shortcomings
in the draft Deliverable. If the Consultant receives any comments,
suggestions or instructions to modify the draft Deliverable from
Client, then the Consultant shall modify the draft Deliverable to
correct any shortcomings or deficiencies identified by Client and
submit the revised Deliverable to the Client for its approval. This
process shall continue until the draft Deliverable is approved by the
Client.
41.4 Upon approval of a Deliverable by the Client in accordance with
Clause 41.3, the Consultant shall issue a Deliverable Acceptance
Certificate to the Client for the approved Deliverable, and the Client
shall duly endorse the Deliverable Acceptance Certificate to signify
its acceptance of the relevant Deliverable. The Client will endorse the
Deliverable Acceptance Certificate within twenty (20) working days
of receipt of the Deliverable Acceptance Certificate. The
performance of the Services (covered by the relevant Deliverable)
shall be complete upon the endorsement of the Deliverable
Acceptance Certificate for such Services by the Client.
41.5 Notwithstanding any review or approval of a Deliverable by the
Client or issuance of a Deliverable Acceptance Certificate by the
Client, the Consultant shall bear all risk, responsibility and liability
for the suitability, accuracy, adequacy and practicality of the final
Deliverable. Subject to Clause 29.3, the Consultant shall not be
entitled to any extension of a Deliverable Due Date or compensation
for complying with the requirements of this Clause 41.
41.6 Notwithstanding any review or approval of a Deliverable by the
Client or issuance of a Deliverable Acceptance Certificate by the
Client, at the time of implementation of the Smart Solutions Project,
if the Client discovers any inaccuracies, discrepancies or
shortcomings in a Deliverable, then the Client shall have the right to
require the Consultant to rectify any such discrepancy, inaccuracy or
shortcoming in the relevant Deliverable, without any additional cost
to the Client.
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44 | P a g e
41.7 Within ninety (90) days of the expiry of the post implementation
support period, the Consultant shall facilitate the smooth transfer of
the overall monitoring, supervision and control of the implementation
of the Smart Solutions Project to the Client or any other agency
nominated by it.
Within twenty (20) working days of the expiry of the ninety (90) day
transition period and the successful handing over of the monitoring,
supervision and control of the Smart Solutions Projects as certified
by the Client, the Client shall issue the Completion Certificate to the
Consultant. The issue of the Completion Certificate shall certify that
the Services have been completed in accordance with the Contract.
Upon issuance of the Completion Certificate by the Client, the
Consultant shall be entitled to the last milestone payment as per the
Payment Schedule.
F. PAYMENTS TO THE CONSULTANT
42. Total Value of
Contract
42.1 In consideration of the Services, the Client shall pay to the
Consultant the Remuneration in accordance with the Payment
Schedule.
42.2 deleted
42.3 The Consultant is deemed to have satisfied itself of the
correctness and sufficiency of the Remuneration and except as
otherwise provided in the Contract, the Remuneration payable under
this Contract shall not exceed the ceilings in INR for both specified in
the SCC. Any payments in excess of the ceilings for any additional
scope of work or otherwise shall only be way of a Variation in
accordance with Clause 14.
43. Remuneration
43.1 The Client shall pay to the Consultant:
(i) up to 50% of the Remuneration based on the actual man months
spent by the Programme Support Team on providing the Services;
(ii) 40% of the Remuneration based on satisfactory completion of the
various Deliverables specified in the Terms of Reference, in the
manner set out in the Payment Schedule, for Activity 1-7 and Activity
9;
II. General Conditions of Contract
(iii) up to 10% of the Remuneration based on the actual man months
spent by the Personnel/Key Experts on providing the Services for
Activity 8; and
(iv) deleted.
43.2 All payments shall be at the rates set forth in Appendix C and
Appendix D.
43.3 The man month rates considered for the Remuneration will not
be adjusted for the term of the Contract.
43.4 The Remuneration shall cover: (i) such salaries and allowances
as the Consultant shall have agreed to pay to the Personnel as well as
factors for social charges and overheads (bonuses or other means of
profit-sharing shall not be allowed as an element of overheads), (ii) the
cost of backstopping by home office staff not included in the Personnel
list in Appendix B, (iii) the Consultant’s profit, and (iv) any other
items as specified in the Clause 43.2 of the SCC.
44. Taxes and Duties 44.1 The Consultant and Personnel are responsible for meeting any
and all Tax liabilities arising out of the Contract in India or elsewhere,
unless it is stated otherwise in the SCC.
44.2 Service tax and related cess itemized and finalized during
Contract negotiations and specified in the SCC shall be reimbursed to
the Consultant.
44.3 All payments made by the Client to the Contractor shall be subject
to deductions and withholding of applicable Taxes in accordance with
Applicable Laws.
45. Currency of
Payment
45.1 Any payment under this Contract shall be made in Indian
Rupees.
46. Mode of Billing and
Payment
46.1 Billings and payments in respect of the Services shall be made
in accordance with the Payment Schedule.
46.2 Monthly invoices. For the payments specified in Clauses 43.1(i),
43.1(iii)and 43.1(iv) above, as soon as practicable and not later
than fifteen (15) days after the end of each calendar month during
the period of the Services, the Consultant shall submit to the
Client, in duplicate, itemized invoices stating: (i) the
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46 | P a g e
Remuneration payable for the Programme Support Staff and Key
Experts who have provided Services in the relevant month based
on the man month rates specified in Appendix C, including all
applicable Taxes. Each monthly invoice shall be accompanied
by the time sheets of the Programme Support Staff and Key
Experts who have provided Services in the month to which the
invoice relates and other supporting documents, as may be
specified in the SCC. Each monthly invoice will include a
description of the Services provided, the name and agreed man
month rate of the Programme Support Staff and the Key Expert
providing the Services in the relevant month.
The Client shall pay the Consultant’s monthly invoices within
thirty (30) days after the receipt by the Client of such monthly
invoices with supporting documents. Should any discrepancy be
found to exist between actual payment and costs authorized to be
incurred by the Consultant, the Client may add or subtract the
difference from any subsequent payments to the Consultant.
46.3 Milestone Invoices.
(i) For the payments specified in Clause 43.1(ii) above, within
seven (7) days after the issuance of the Deliverable
Acceptance Certificate , for the relevant Module, the
Consultant may submit to the Client an invoice for the
payment linked to completion of such Deliverable.
(ii) Each milestone invoice must set out: (a) details of the
Deliverable covered by the relevant milestone invoice; (b)
the amount payable for the relevant Deliverable, including
all applicable Taxes; and (c) any other additions or
deductions which may have become due under the
Contract. Each milestone invoice will be accompanied by
supporting documents as set out in the SCC.
(i) Within thirty (30) days of receipt of a milestone invoice,
the Client shall verify completion of the Deliverable
covered under such invoice and either:
(a) approve the milestone invoice and issue a certificate,
conveying its approval for release of the amount
specified in the milestone invoice, less any necessary
deductions and adjustments in accordance with the
Contract and/or Applicable Laws. If the amount
approved by the Client is less than the full amount of
the milestone invoice (other than for any deductions in
II. General Conditions of Contract
accordance with Applicable Laws), the Client shall
state in writing the reasons for approving a lesser
amount; or
(b) issue a notice to the Consultant disputing the milestone
invoice and directing the Consultant to issue a revised
milestone invoice after rectifying the errors or
discrepancies identified by the Client. The Consultant
shall submit a revised milestone invoice to the Client
after rectifying the errors or discrepancies identified by
the Client and this process will be repeated until the
Client approves the milestone invoice and issues a
certificate, conveying its approval for release of the
amount specified in the milestone invoice. Any dispute
between the Parties in relation to a disputed milestone
invoice will be settled in accordance with Clause 50.
(iv) The Client shall pay the Consultant’s milestone
invoice within ten (10) days after the acceptance of
such milestone invoice.
46.4 Notwithstanding anything to the contrary in the Contract, the
Client may withhold from any payment due to the Consultant any
amounts that the Client deems reasonably necessary or appropriate
because of any one or more of the following reasons:
(i) failure by the Consultant to provide certificates of insurance;
(ii) any overpayments made by the Client in a previous payment;
(iii) any payment required to be withheld under any Applicable
Law;
(v) the invoice is not accompanied by all necessary supporting
documents;
(iv) a dispute exists as to the accuracy or completeness of any
invoice; or
(v) any amounts due to the Client from the Consultant under the
Contract.
46.5 All payments under this Contract shall be made by wire transfer
to the accounts of the Consultant specified in the SCC.
46.6 The payments made to the Consultant pursuant to this Contract do
not constitute acceptance of the Services nor relieve the
Consultant of any obligations hereunder.
II. General Conditions of Contract
48 | P a g e
47. Interest on Delayed
Payments
47.1 If the Client had delayed payments beyond fifteen (15) days after
the due date stated in Clause 29, interest shall be paid to the Consultant
on any amount due by, not paid on, such due date for each day of delay
at the annual rate stated in the SCC.
G. FAIRNESS AND GOOD FAITH
48. Good Faith 48. The Parties undertake to act in good faith with respect to each
other’s rights under this Contract and to adopt all reasonable measures
to ensure the realization of the objectives of this Contract.
H. MISCELLANEOUS
49. Amicable
Settlement
49.1 The Parties shall seek to resolve any dispute amicably by
mutual consultation.
49.2 If either Party objects to any action or inaction of the other
Party, the objecting Party may send a written notice of dispute to the
other Party providing in detail the basis of the dispute. The Party
receiving the notice of dispute will consider it and respond in writing
within fourteen (14) days after receipt. If such Party fails to respond
within fourteen (14) days, or the dispute cannot be amicably settled
within fourteen (14) days following the response of that Party, Clause
50 shall apply.
50. Dispute Resolution 50.1 Any dispute between the Parties arising under or related to this
Contract that cannot be settled amicably may be referred to by either
Party to arbitration in accordance with the provisions specified in the
SCC.
51. Performance
Security
51.1 The Consultant shall furnish to the Client the Performance
Security in the format set out in Appendix E, from a scheduled
commercial bank in India, to secure the performance of its obligations
under the Contract. The Performance Security shall be for an amount
specified in the SCC.
52. Assignment 52.1 Except as expressly permitted in the Contract, the Consultant
shall not be entitled to divest, transfer, assign or novate all or
II. General Conditions of Contract
substantially all of its rights, interests, benefits and obligations under
the Contract, without the prior written consent of the Client.
52.2 The Client shall be entitled to assign, transfer or novate its rights
and obligations under the Contract or any part thereof to any third
party or to an affiliate, without the requirement of any further consent
from the Consultant, provided that where such assignment is made to
a third party, the Client shall use its best efforts to ensure that the third
party to whom the benefits and obligations under the Contract or any
part thereof has been assigned, has the necessary financial capability
to comply with the obligations under the Contract.
53. Representation
and Warranties
53.1 Client’s Representations and Warranties
The Client makes the following representations and warranties to
the Consultant:
(i) it has been incorporated as a company under the laws
of India and is validly existing under those laws;
(ii) it has power to enter into this Contract and comply with
its obligations under it;
(iii) this Contract and the transactions under it do not
contravene its constituent documents or any Applicable
Law or obligation by which it is bound or to which any
of its assets are subject or cause a limitation of powers
or the powers of its directors to be exceeded;
(iv) it has in full force and effect the authorisations
necessary for it to enter into this Contract and the
transactions under it; and
(v) its obligations under this Contract are valid and binding
and are enforceable against it in accordance with the
terms of this Contract.
53.2 Consultant’s Representations and Warranties
The Consultant makes the following representations and
warranties to the Client:
(i) it has been incorporated/registered as a company/firm
under the laws of [Insert country of
II. General Conditions of Contract
50 | P a g e
incorporation/registration] and is validly existing
under those laws;
(ii) it has power to enter into this Contract and comply with
its obligations under it;
(iii) this Contract and the transactions under it do not
contravene its constituent documents or any applicable
law of its jurisdiction or obligation by which it is bound
or to which any of its assets are subject or cause a
limitation of powers or the powers of its directors to be
exceeded;
(iv) it has in full force and effect the authorisations
necessary for it to enter into this Contract and the
transactions under it;
(v) its obligations under this Contract are valid and binding
and are enforceable against it in accordance with the
terms of this Contract;
(vi) it is not in breach of any Applicable Law in a way which
may result in a material adverse effect on its business or
financial condition;
(vii) there is no pending or threatened proceeding affecting
the Consultant or any of its assets that would affect the
validity or enforceability of this Contract, the ability of
the Consultant to fulfil its commitments under this
Contract, or that could have a material adverse effect on
the business or financial condition of the Consultant;
(viii) it has not been subject to any fines, penalties,
injunctive relief or any other civil or criminal
liabilities which in the aggregate have or may have a
material adverse effect on its ability to perform its
obligations under the Contract;
(ix) it has the necessary skill and experience to perform the
Services in accordance with this Contract;
(x) it owns or has the right to use and license to the Client
all Intellectual Property Rights in relation to the
Services and the Deliverables to be provided under this
Contract;
(xi) the performance of the Services shall not infringe the
Intellectual Property Rights of any third party and that
the Consultant has not received notice of any claim, and
is not aware of any facts or circumstances that may give
rise to such claim;
II. General Conditions of Contract
(xii) it will perform its obligations under the Contract and
conduct its business with a high level of integrity which
is reasonably expected of an international contractor of
similar size and profile, conducting a similar line of
business, and will not engage in any corrupt, fraudulent,
coercive, collusive, undesirable or restrictive practices;
and
(xiii) without prejudice to any express provision contained in
the Contract, the Consultant acknowledges that prior to
the execution of the Contract, the Consultant has after a
complete and careful examination made an independent
evaluation of the Terms of Reference and any
information provided by or on behalf of the Client and
has determined to its satisfaction the nature and extent
of risks and hazards as are likely to arise or may be
faced by the Consultant in the course of performance of
its obligations hereunder.
II. General Conditions of Contract – Attachment 1
53 | P a g e
II. General Conditions
Attachment 1: Corrupt and Fraudulent Practices
1.1 The Consultants and their respective officers, employees, agents and advisers shall
observe the highest standard of ethics during the selection process. Notwithstanding
anything to the contrary contained in the RFP, the Client shall reject a Proposal without
being liable in any manner whatsoever to the Consultant, if it determines that the
Consultant has, directly or indirectly or through an agent, engaged in corrupt practice,
fraudulent practice, coercive practice, undesirable practice or restrictive practice
(collectively the “Prohibited Practices”) in the selection process. In such an event, the
Client shall, without prejudice to its any other rights or remedies, forfeit and
appropriate the Performance Security, if available, as mutually agreed genuine pre-
estimated compensation and damages payable to the Client for, inter alia, time, cost
and effort of the Client, in regard to the RFP, including consideration and evaluation
of such Consultant’s Proposal.
1.2 Without prejudice to the rights of the Client under the RFP and the rights and remedies
which the Client may have under the LOA or the Contract, if an Consultant is found
by the Client to have directly or indirectly or through an agent, engaged or indulged
in any corrupt practice, fraudulent practice, coercive practice, undesirable practice or
restrictive practice during the selection process, or after the issue of the LOA or the
execution of the Contract, such Applicant or Consultant shall not be eligible to
participate in any tender or RFP issued by the Client during a period of 2 (two) years
from the date such Consultant is found by the Client to have directly or through an
agent, engaged or indulged in any corrupt practice, fraudulent practice, coercive
practice, undesirable practice or restrictive practice, as the case may be.
1. 3 For the purposes of this clause, the following terms shall have the meaning hereinafter
respectively assigned to them:
(i) “corrupt practice” means (a) the offering, giving, receiving, or soliciting,
directly or indirectly, of anything of value to influence the action of any person
connected with the selection process (for avoidance of doubt, offering of
employment to or employing or engaging in any manner whatsoever, directly
or indirectly, any official of the Client who is or has been associated in any
manner, directly or indirectly with the selection process) or the LOA or has
dealt with matters concerning the Contract or arising therefrom, before or after
the execution thereof, at any time prior to the expiry of one year from the date
such official resigns or retires from or otherwise ceases to be in the service of
the Client, shall be deemed to constitute influencing the actions of a person
connected with the selection process; or (b) save as provided herein, engaging
in any manner whatsoever, whether during the selection process or after the
issue of the LOA or after the execution of the Agreement, as the case may be,
any person in respect of any matter relating to the Services or the LOA or the
II. General Conditions of Contract – Attachment 1
54 | P a g e
Contract, who at any time has been or is a legal, financial or technical
consultant/ adviser of the Client in relation to any matter concerning the
Contract;
(ii) “fraudulent practice” means a misrepresentation or omission of facts or
disclosure of incomplete facts, in order to influence the selection process;
(iii) “coercive practice” means impairing or harming or threatening to impair or
harm, directly or indirectly, any persons or property to influence any person’s
participation or action in the selection process;
(iv) “collusive practices” is an arrangement between two or more parties designed
to achieve an improper purpose, including to influence improperly the actions
of another party1;
(v) “undesirable practice” means (a) establishing contact with any person
connected with or employed or engaged by the Client with the objective of
canvassing, lobbying or in any manner influencing or attempting to influence
the selection process; or (b) having a Conflict of Interest; and
(vi) “restrictive practice” means forming a cartel or arriving at any understanding
or arrangement among Consultants with the objective of restricting or
manipulating a full and fair competition in the selection process.
1 For the purpose of this sub-paragraph, “parties” refers to participants in the procurement or selection process
(including public officials) attempting either themselves, or through another person or entity not participating in
the procurement or selection process, to simulate competition or to establish prices at artificial, non-competitive
levels, or are privy to each other’s bid prices or other conditions.
III. Special Conditions of Contract
55 | P a g e
III. Special Conditions of Contract
Number of GCC
Clause
Amendments of, and Supplements to, Clauses in the General
Conditions of Contract
3.1 The Contract shall be construed in accordance with the law of India.
4.1 The language is: English
6.1 and 6.2 The addresses are:
Client : Rourkela Smart City Limited
Attention : ____________________________________
_______________________________________________
_______________________________________________
Facsimile :
E-mail (where permitted):___________________________
Consultant: _____________________________________
Attention : _________________ [Authorised Signatory]
Facsimile : ___________________
E-mail (where permitted) : _____________________
8.1 The Authorized Representatives are:
For the Client: ________________________
For the Consultant: _________________________
11.1 Commencement of Services:
The number of days shall be 30 (Thirty) Days from issuance of LOA
Confirmation of Key Experts’ and Programme Support Team availability
to perform the Services shall be submitted by the Consultant to the Client
in the form of a written statement signed by each Key Expert.
III. Special Conditions of Contract
56 | P a g e
12.1 Expiration of Contract:
The term of the Contract shall be four (4) years, which may be extended
on mutually agreed terms and conditions, up to the expiry of the Smart
City Mission period, subject to satisfactory performance of the Services
by the Consultant. If the term of the Contract is extended pursuant to the
Clause 13 of the GCC, then the Consultant shall also extend the validity
of the Performance Security for an equivalent period.
21. The Client reserves the right to determine on a case-by-case basis
whether the Consultant should be disqualified from providing Services
described in Clause 21.1.3.
III. Special Conditions of Contract
23.1
(i) The maximum overall liability of the Consultant under this Contract shall
not exceed the Total Value of Contract.
(ii) Provided that the above limitation of liability shall not apply and the
Consultant’s liability shall be unlimited in the following instances:
(a) for damage to third parties caused by the Consultant, any Personnel,
person or firm acting on behalf of the Consultant in carrying out the
Services;
(b) if any limitation or exclusion from liability is prohibited by the
Applicable Law.
(c) for breach of Applicable Law and any applicable permits;
(d) for breach of any third party Intellectual Property Rights;
(e) for fraud and wilful misconduct;
(f) for any gross negligence;
(g) for damage to or loss of third party property;
(h) for misrepresentation by the Consultant; and
(i) bodily injury or loss of life.
(iii) Except in the case of gross negligence or willful misconduct on the part of
the Consultant, the Personnel or any person or a firm acting on behalf of
the Consultant in carrying out the Services, the Consultant shall not be
liable to the Client for any indirect or consequential loss or damage.
(iv) The maximum overall liability of the Client under this Contract shall not
exceed the Total Value of Contract.
24.1
The insurance coverage against the risks shall be as follows:
(i) Professional liability insurance, with a minimum coverage of equal to the
Total Value of Contract.
(ii) Third Party motor vehicle liability insurance in respect of motor vehicles
operated in India by the Consultant or its Personnel, with a minimum
coverage as per Indian Motor Vehicle Act 1988 and any amendments thereof.
(iii) Third Party liability insurance, with a minimum coverage in accordance with
the Applicable Law.
(iv) Employer’s liability and workers’ compensation insurance in respect of the
Personnel in accordance with Applicable Law, including any life, health,
accident, travel or other insurance as may be appropriate for the Personnel.
III. Special Conditions of Contract
58 | P a g e
(v) Insurance against loss of or damage to: (a) equipment purchased in whole or
in part with funds provided under this Contract, (b) the Consultant’s property
used in the performance of the Services, and (c) any documents prepared by
the Consultant in the performance of the Services.
Within fifteen (15) days of receiving any insurance policy certificate in
respect of insurances required to be obtained and maintained under this
Clause, the Consultant shall furnish to the Client, copies of such policy
certificates, policies and evidence that the insurance premia have been paid
in respect of such insurance. No insurance shall be cancelled, modified or
allowed to expire or lapse during the term of the Contract.
If the Consultant fails to effect and keep in force the insurances set out above,
the Client shall, without prejudice to its other rights under the Contract,
have the right, to procure and/or keep in force the aforesaid insurance(s), pay
the premium as required and recover the costs thereof from the Consultant.
If the Consultant fails to reimburse the Client for any insurance premium paid
by the Client on behalf of the Consultant, the Client may deduct the relevant
amount from the next payment to be made in accordance with the Payment
Schedule.
The Consultant shall ensure that, in each insurance policy, the Client is
named as the beneficiary.
29 The Consultant shall be liable to pay delay liquidated damages at the rate of zero
point five percent (0.5%) of the Total Value of Contract per week or part thereof
of delay, for each Module in respect of which there has been a delay. Provided that
the maximum delay liquidated damages paid by the Consultant to the Client under
the Contract shall not exceed ten percent (10%) of the Total Value of Contract.
42.2 The ceiling in local currency on the Remuneration is: Rs. _____________/-
(Rupees ___________________________________________________ Only)
exclusive of local indirect taxes.
III. Special Conditions of Contract
43.1 Payments shall be made according to the following schedule (Payment
Schedule)2:
S No. Activity wise Deliverable Payment
Schedule
The Remuneration shall be paid as follows;
(i) Accepted Remuneration (M) = Rs. __________/- (Rupees
______________________________________Only)
(ii) Programme Support Team to be paid monthly throughout
the term of the Contract . The Remuneration shall be
paid as per actual man months deployed but not
exceeding the 50% of the total Remuneration [M1]=
50% of the accepted Remuneration = Rs. __________/-
(Rupees __________________________________Only)
(iii)For activity 1 [M2] = 3% of the M = Rs. ________/-
(Rupees _________________________________Only)
(iv) For activity 2 to activity 6 (M3) = 15% of M =
Rs. ___________/- (Rupees _________________Only)
The total amount for activity 2 to 6 shall be paid not more
than 25% of the M as illustrated below.
(v) For Activity 7 (M4 ) = 15% of M = Rs. __________/-
(Rupees _________________________________Only)
The total amount for activity 7 shall be paid not more than
25% of the M on submission and approval of the Go-Live
Report.
(vi) For Activity 8 (M5) = 10 % of M = Rs. __________/-
(Rupees __________________________________Only)
The total amount for activity 8 shall be paid not more than 10%
of the M or as per actual man days deployed , whichever is less.
(vii) Project handing over and issuance of Completion
Certificate (M6)= 7 % of M = Rs. _________/- (Rupees
________________________________________ Only)
2 Based on the discussions with the Consultant, the manner in which each milestone payment will be allocated
between different Modules will be set out here.
III. Special Conditions of Contract
60 | P a g e
1 Activity 1: Submission and Approval of
Inception Report by the Client
3 % of M
For Activity 2 to Activity 6 payment shall be
made on pro rata basis for each Module
[Example: Number of modules n.
For each Module, payment shall be Mp = M3/n
The total amount of Remuneration for
activity 2 to activity 6 shall be paid not more
than 25% of the M.
Activity 2: Preparation and Submission of As-
Is (Situation Analysis) Report for Modules and
its acceptance& approval by the Client on
prorata basis for each Module
3% of M on pro
rata basis
Activity 3: Preparation and Submission of
Business Re-engineering Report (BPR) and
Final function requirement specifications
(FRS) and its acceptance& approval by the
Client on prorata basis for each Module
3% of M on pro
rata basis
Activity 4: Preparation and submission of
feasibility study report and its acceptance&
approval by the Client on pro rata basis for each
Module
3% of M on pro
rata basis
Activity 5: Preparation and submission of DPR
and its acceptance& approval by the Client on
pro rata basis for each Module
3% of M on pro
rata basis
Activity 6: Preparation and submission of bid
documents for selection of the system
integrator/managed service provider (as
defined in the Terms of Reference),its
acceptance and approval by the Client,
successful completion of bid process and
selection of the system integrator/managed
service provider on pro rata basis for each
Module
3% of M on pro
rata basis
Activity 7: Submission and Approval of Go-
Live Report the Client.
During project implementation period the
payment shall be made on percentage basis of
the Module amount of the SI/MSP after Go-live
report as follows.
15% of M on
pro rata basis
III. Special Conditions of Contract
Total Payment for Activity 7 (M4) = 15% of M
For Example:
Total No of Modules 4
Total Cost = Rs 200 Cr
Implementing Agency Cost of Module 1= 100
Cr = 50%
Implementing Agency Cost of Module 2= 50
Cr = 25%
Implementing Agency Cost of Module 3= 40
Cr = 20%
Implementing Agency Cost of Module 4= 10
Cr = 5%
The Payment shall be made after Go-Live
For Module 1= 50% of M4
For Module 2= 25% of M4
For Module 3= 20% of M4
For Module 4= 5% of M4
Activity 8: Post Implementation Support
The amount shall be paid quarterly on pro rata
basis for the period of the post implementation
as per actual man months deployed during the
quarter but not exceeding the 10% of the total
accepted remuneration amount whichever is
less [M5]= 10% of M
10% of M
Activity 9: Project Handover :
The last milestone payment shall be made in a
single instalment on the successful handing
over of the monitoring, supervision and control
of the Smart Solutions Project and issuance of
Completion Certificate by the Client.
7% of M
(a) Only Service Tax chargeable in respect of this Contract for the Services
provided by the Consultant shall be reimbursed by the Client to the
Consultant.
The maximum amount of such taxes on remuneration amount is
Rs. ___________________/- (Rupees ______________________________
___________________________ Only) as per prevailing service tax rates.
III. Special Conditions of Contract
62 | P a g e
44.1 and
44.2
For domestic consultants / personnel and foreign consultants/personnel who
are permanent residents in India
(a) Other than any indirect local Taxes chargeable in respect of this Contract for
the Services provided by the Consultant, which shall be reimbursed by the Client
to the Consultant, the Consultant and the Personnel shall pay the Taxes levied
under Applicable Laws during the term of the Contract and the Client shall
perform such duties in regard to the deduction of such Taxes as may be lawfully
imposed.
The Client warrants that the Client shall reimburse the Consultant for any indirect
Taxes imposed under Applicable Laws , on the Consultant in respect of:
(i) any payments whatsoever made to the Consultant and the Personnel, in
connection with the carrying out of the Services;
(ii) any equipment, materials and supplies brought into India by the Consultant
for the purpose of carrying out the Services and which, after having been
brought into such territories, will be subsequently withdrawn by them;
(iii) any equipment imported for the purpose of carrying out the Services and paid
for out of funds provided by the Client and which is treated as property of the
Client;
(iv) any property brought into India by the Consultant or the Personnel (other
than nationals or permanent residents of the India), or the eligible dependents
of such Personnel for their personal use and which will subsequently be
withdrawn by them upon their respective departure from the Client’s country,
provided that:
(i) the Consultant and its Personnel shall follow the usual customs
procedures of India in importing property into India; and
(ii) if the Consultant or Personnel do not withdraw but dispose of any
property in India upon which customs duties and Taxes have been
exempted, the Consultant or Personnel, as the case may be, (a) shall
bear such customs duties and Taxes in conformity with Applicable
Laws; or (b) shall reimburse them to the Client if they were paid by the
Client at the time the property in question was brought into India.
46.2 Each monthly invoice will be accompanied by the following supporting documents
in accordance with the Terms of Reference set out in the RFP:
(i) Time sheet of the relevant Personnel; and
(ii) Progress reports.
46.3 Each milestone invoice will be accompanied by the following supporting
documents:
(i) Deliverable Acceptance Certificate; and
(ii) Progress reports in accordance with the Terms of Reference set out in the
RFP.
III. Special Conditions of Contract
46.5
The accounts are:
for local currency INR:
Account Name: - ________________________.
Bank Name: - ____________________________
Branch Address: - ___________________________________________
Bank Account No: - _________________________________________
IFSC Code No: - _________________________________
47.1 The interest rate is: SBI Base rate
50.1
Disputes shall be settled by arbitration in accordance with the following
provisions:
1. Selection of Arbitrators. Each dispute submitted by a Party to arbitration
shall be heard by a sole arbitrator or an arbitration panel composed of three
(3) arbitrators, in accordance with the following provisions:
(i) Where the Parties agree that the dispute concerns a technical matter,
they may agree to appoint a sole arbitrator or, failing agreement on the
identity of such sole arbitrator within thirty (30) days after receipt by
the other Party of the proposal of a name for such an appointment by
the Party who initiated the proceedings, either Party may apply to
Chairman (Delhi State Centre), The Institution of Engineers (India),
New Delhi for a list of not fewer than five (5) nominees and, on receipt
of such list, the Parties shall alternately strike names therefrom, and the
last remaining nominee on the list shall be the sole arbitrator for the
matter in dispute. If the last remaining nominee has not been
determined in this manner within sixty (60) days of the date of the list,
Chairman (Delhi State Centre), The Institution of Engineers (India),
New Delhi shall appoint, upon the request of either Party and from such
list or otherwise, a sole arbitrator for the matter in dispute.
(ii) Where the Parties do not agree that the dispute concerns a technical
matter, the Client and the Consultant shall each appoint one (1)
arbitrator, and these two arbitrators shall jointly appoint a third
arbitrator, who shall chair the arbitration panel. If the arbitrators named
by the Parties do not succeed in appointing a third arbitrator within
thirty (30) days after the latter of the two (2) arbitrators named by the
Parties has been appointed, the third arbitrator shall, at the request of
either Party, be appointed by Registrar, The Indian Council of
Arbitration, New Delhi.
III. Special Conditions of Contract
64 | P a g e
(iii) If, in a dispute subject to paragraph (ii) above, one Party fails to appoint
its arbitrator within thirty (30) days after the other Party has appointed
its arbitrator, the Party which has named an arbitrator may apply to the
Registrar, The Indian Council of Arbitration, New Delhi. to appoint a
sole arbitrator for the matter in dispute, and the arbitrator appointed
pursuant to such application shall be the sole arbitrator for that dispute..
2. Substitute Arbitrators. If for any reason an arbitrator is unable to perform
his/her function, a substitute shall be appointed in the same manner as the
original arbitrator.
3. Nationality and Qualifications of Arbitrators. The sole arbitrator or the third
arbitrator appointed pursuant to paragraphs 1(i) through 1(iii) above shall be
an internationally recognized legal or technical expert with extensive
experience in relation to the matter in dispute and shall not be a national of
the Consultant’s home country. For the purposes of this Clause, “home
country” means any of:
(i) the country of incorporation of the Consultant; or
(ii) the country in which the Consultant’s principal place of business is
located; or
(iii) the country of nationality of a majority of the Consultant’s
shareholders.
However, the above restriction will not apply if the Consultant’s home country is
India.
5. Miscellaneous. In any arbitration proceeding hereunder:
(i) the seat of the arbitration shall be India and the arbitration proceedings
shall, unless otherwise agreed by the Parties, be held in Rourkela;
(ii) the English language shall be the official language for all purposes;
(iii) the arbitration shall be governed by the (Indian) Arbitration and
Conciliation Act, 1996, as amended from time to time;
(iv) responsibility of payment for all costs of arbitration shall be as per the
arbitration award; and
III. Special Conditions of Contract
(v) the decision of the sole arbitrator or of a majority of the arbitrators (or
of the third arbitrator if there is no such majority) shall be final and
binding and shall be enforceable in any court of competent jurisdiction,
and the Parties hereby waive any objections to or claims of immunity
in respect of such enforcement.
51
Performance Security
(i) The Performance Security shall be for 10% of the Total Value of
Contract
(ii) The Performance Security shall be issued by a Scheduled Commercial
bank in India and acceptable to the Client. The Performance Security
shall be valid until a date 60 days beyond the issuance of the Completion
Certificate.
(iii) The Client shall not make a claim under the Performance Security,
except for amounts to which the Client is entitled under the Contract in
the event of:
(a) failure by the Consultant to extend the validity of the Performance
Security on extension of the validity of the contract, in which
event the Client may claim the full amount of the Performance
Security,
(b) failure by the Consultant to pay the Client an amount due, as either
agreed or determined pursuant to the dispute resolution process
specified in the Contract, within forty two (42) days after
determination of the dispute;
(c) failure by the Consultant to pay any damages due to the Client
under the Contract;
(d) failure by the Consultant to pay any amounts that are due to the
Client on termination of the Contract;
(e) the Consultant engaging in any corrupt, fraudulent, coercive,
collusive, undesirable or restrictive practice.
(iv) If the Performance Security is or becomes invalid for any reason during
the term of the Contract, the Consultant shall immediately notify the
Client and provide the Client with a replacement Performance Security
in the form set out in Appendix E within five (5) days of the earlier
Performance Security becoming invalid.
(v) If the validity period of the Performance Security is less than the period
specified in sub-clause (ii) above, then no later than thirty (30) days
before the expiry of the Performance Security, the Consultant shall
obtain an extension of the validity of such Performance Security and
provide the Client with a copy of the renewed security. If the Consultant
fails to extend the Performance Security, the Client shall be entitled to
draw on and claim the un-drawn amount thereunder, provided that the
III. Special Conditions of Contract
66 | P a g e
amount so received shall be treated as a cash security and to the extent
that there are no outstanding claims, shall be released upon submission
of a new Performance Security acceptable to the Client.
(vi) The provision, maintenance or renewal of the Performance Security by
the Consultant in accordance with the terms of the Contract, shall be a
condition precedent to any payment by the Client to the Consultant.
(vii) On completion of the contractual obligations under the Contract by the
Consultant, the Client shall return the Performance Security within
twenty one (21) days of the last payment made to the Consultant under
the Contract.
IV. Appendices
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IV. Appendices
APPENDIX A – TERMS OF REFERENCE
[This Appendix shall include the final Terms of Reference (TORs) worked out by the Client
and the Consultant during the negotiations; dates for completion of various tasks
(Deliverables Milestones); location of performance for different tasks; detailed reporting
requirements; Client’s input, including counterpart personnel assigned by the Client to work
on the Consultant’s team; specific tasks that require prior approval by the Client.
Insert the text based on the Section 6 (Terms of Reference) of the RFP and modified based on
the Forms TECH-1 through TECH-4 in the Consultant’s technical proposal. Highlight the
changes to Section 6 of the RFP]
APPENDIX B - KEY EXPERTS
[Insert a table based on Form TECH-4 of the Consultant’s Technical Proposal and finalized
at the Contract’s negotiations. Attach the CVs (updated and signed by the respective Key
Experts) demonstrating the qualifications of Key Experts.]
[Specify Hours of Work for Key Experts: List here the hours of work for Key Experts; travel
time; entitlement, if any, to leave pay; public holidays list; etc. Make sure there is consistency
with Form TECH-4. In particular: one month equals twenty two (22) working (billable) days.
One working (billable) day shall be not less than eight (8) working (billable) hours. ]
APPENDIX C – REMUNERATION COST ESTIMATES
1. Monthly rates for the Personnel:
[Insert the table with the remuneration rates. The table shall be based on [Form FIN-3] of
the Consultant’s Proposal and reflect any changes agreed at the Contract negotiations, if
any. The footnote shall list such changes made to [Form FIN-3] at the negotiations or state
that none has been made.]
IV. Appendices
68 | P a g e
2. [When the Consultant has been selected under Quality-Based Selection method, or the
Client has requested the Consultant to clarify the breakdown of very high remuneration
rates at the Contract’s negotiations also add the following:
“The agreed remuneration rates shall be stated in the attached Model Form I. This form
shall be prepared on the basis of Appendix A to Form FIN-3 of the RFP “Consultants’
Representations regarding Costs and Charges” submitted by the Consultant to the Client
prior to the Contract’s negotiations.
Should these representations be found by the Client (either through inspections or audits
pursuant to Clause 27.2 or through other means) to be materially incomplete or
inaccurate, the Client shall be entitled to introduce appropriate modifications in the
remuneration rates affected by such materially incomplete or inaccurate
representations. Any such modification shall have retroactive effect and, in case
remuneration has already been paid by the Client before any such modification, (i) the
Client shall be entitled to offset any excess payment against the next monthly payment to
the Consultants, or (ii) if there are no further payments to be made by the Client to the
Consultants, the Consultants shall reimburse to the Client any excess payment within
thirty (30) days of receipt of a written claim of the Client. Any such claim by the Client
for reimbursement must be made within twelve (12) calendar months after receipt by the
Client of a final report and a final statement approved by the Client in accordance with
Clause 47.1(d) of this Contract.”
IV. Appendices
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Model Form I
Breakdown of Agreed Fixed Rates in Consultant’s Contract
We hereby confirm that we have agreed to pay to the Personnel listed, who will be involved in performing the Services, the basic
fees and away from the home office allowances (if applicable) indicated below:
(Expressed in [insert name of currency])*
No.
Name
(A)
Position (as in
TECH-4)
(B)
Location
(C)
Time Input in Man-Months
(from
TECH-4)
(D)
Rate per Man
Month (in
INR)
(E)
Total Remuneration
(INR)
(D*E)
Expert Pool
1 Team Leader cum City
Operation Centre Expert
[HO]
[PO)
2 Transit cum Traffic Expert
3 ICT Expert
4 Urban transport planner
5 Procurement specialist
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Programme Support Team
1 Deputy Team Leader
[HO]
[PO]
2 Support officers - ICT - 4 Nos
3 Support officers - Transport Engineering / Planning - 2
Nos
Total Costs
1 Expressed as percentage of 1
2 Expressed as percentage of 4
* If more than one currency, add a table
Signature Date
Name and Title:
IV. Appendices
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Appendix E - Form of Performance Security
[On Appropriate Stamp Paper]
Bank Guarantee No. []
To ,
Rourkela Smart City Limited,
_________________________
_________________________
_________________________
WHEREAS ___________________________________________________________
___________________ (Name and Address of the Bidder) hereinafter called the “Consultant”
has undertaken in pursuance of RFP No. _____________________ and LOA No. _________
dated _____________________ to provide _____________________________ (description of
goods and services) hereinafter called the “Contract”.
AND WHEREAS it has been stipulated by you in the said contract that the consultant
shall furnish you with a bank guarantee by a scheduled commercial bank recognised by you for
the sum specified therein as security for compliance with its obligations in accordance with the
contract;
AND WHEREAS we have agreed to give the Consultant such a bank guarantee;
NOW THEREFORE we hereby affirm that we are guarantors and responsible to you on
behalf of the consultant, up to a total of _______________________________ (amount of the
guarantee in words and figures), and we undertake to pay you, upon the first written demand
declaring the supplier to be in default under the contract and without cavil or argument, any
sums or sums within the limits of (amount of guarantee) as aforesaid, without your needing to
prove or to show grounds or reasons for your demand or the sum specified therein.
We hereby waive the necessity of demanding the said debt from the consultant before
presenting us the demand.
We further agree no change or addition to or other modification of the terms of the
contract to be performed thereunder or of any of the contract documents which may be made
between you and the consultant shall in any way release us from any liability under this
guarantee and we hereby waive notice of any such change, addition or modification.
This guarantee shall be valid until the _____________ day of _____
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Our _______________________________ branch at Rourkela is liable to pay the
guaranteed amount depending on the filing of claim and any part thereof under this Bank
Guarantee only and only if you serve upon us at our ___________, Rourkela branch a written
claim or demand and received by us at our _______________, Rourkela Branch a written claim
or demand and received by us at our _______________, Rourkela Branch on or before Dt.
__________ otherwise bank shall be discharged of all liabilities under this guarantee thereafter.
___________________________________________
(Signature of the Authorised Officer of the bank)
_______________________________________
Name and Designation of the Officer
___________________________________________
___________________________________________
Seal, name and address of the Bank and address of the
Branch